A19-SOL-1605TB-26-Q-00033-MSHA MIMS.pdf

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDE

15. DATE OF QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

b. TELEPHONE

AREA CODE

NUMBER

STANDARD FORM 18 (REV. 6/1995)

Prescribed by GSA-FAR (48 CFR) 53.215-1(a)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

8. TO:

b. COMPANYa. NAME

c. STREET ADDRESS

d. CITY e. STATE f. ZIP CODE

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

d. STATE e. ZIP CODE

7. DELIVERY

FOB DESTINATION

OTHER

(See Schedule)

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5a ON OR BEFORE CLOSE OF BUSINESS (Date)

IMPORTANT: This is a request for information and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotation must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NUMBER

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations are are not attached.

13. NAME AND ADDRESS OF QUOTER

a. NAME OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

PAGE OF PAGES

1. REQUEST NUMBER 2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NUMBER 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY 6. DELIVER BY (Date)

NAME TELEPHONE NUMBER

AREA CODE NUMBER

c. CITY

5b. FOR INFORMATION CALL (NO COLLECT CALLS)

Mine Safety & Health Administration Approval & Certificati Center 765 Technology Drive

US Department of Labor Information Technology Acq Services 200 Constitution Ave, NW N-2305 Washington DC 20210

1605-CIO-26-NAT-01651605TB-26-Q-00033

Jorge Santamaria

693-7257 US Department of Labor

26059

03/24/2026

03/30/2026 01:00 P.M. ET

04/01/2026

Triadelphia

WV

The Department of Labor (DOL), Office of the Senior Procurement Executive (OSPE), on behalf of the Office of the Chief

Information Officer (OCIO), Mine Safety and Health Administration (MSHA) has a need for Imaging Management System

(MIMS) Licenses and Maintenance Support

Services in accordance with this Request for Quotation (RFQ).

This RFQ will result in a Firm-Fixed

Price order.

The period of performance is for one

12-month base period from 4/01/2026 to

Continued...

1 48

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGES

NAME OF OFFEROR OR CONTRACTOR

SUPPLIES/SERVICES

(B)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

OPTIONAL FORM 336 (4-86)

Sponsored by GSA FAR (48 CFR) 53.110

ITEM NO.

(A)

QUANTITY

(C)

NSN 7540-01-152-8067

1605TB-26-Q-00033

3/31/2027, with no option periods.

Period of Performance: 04/01/2026 to

03/31/2027

0001 Application Enhancer

Quantity: 60 Each

Product/Service Code: DA10

0002 Pegasus Scanfix for Application Enhancer

Quantity: 60 Each

Product/Service Code: DA10

0003 SX - Image Capture Server

Quantity: 1 Each

Product/Service Code: DA10

0004 Application Enhancer - Output Transformation

(replaces Reports Management Server)

Quantity: 1 Each

Product/Service Code: DA10

0005 Application Enhancer - TEST System

Quantity: 1 Each

Product/Service Code: DA10

0006 Labor Hours for onsite/remote hardware/software support/upgrades, consulting, special projects, training, etc.

Quantity: 100 Hours

Product/Service Code: DA10

1 - Section 1 Statement of Work

2 - Section 2 Vendor Terms and Conditions FAR Clauses DOLAR Clauses DOL Local Clauses

3 - Section 3 Instructions to Vendors

1 - Section 1

Statement of Work

STATEMENT OF WORK (SOW)

Imaging Management System (MIMS) Licenses and Maintenance Support Services

PART 1

GENERAL INFORMATION

This action is to provide justification to award a sole source contract for maintenance support for the Mine Safety and Health Administration’s (MSHA) Approval & Certification Center’s (A&CC) MSHA Imaging Management System. This system was purchased over 30 years ago and has been successfully maintained since that time. The Government shall not exercise any supervision or control over the contract service providers performing the services or equipment herein. Such contract service and/or equipment providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

The contractor shall provide all personnel, equipment, tools, materials, and services necessary to perform the requirements of the project as defined in this SOW except as specified in Part 3 as Government-furnished property and services. The contractor shall perform to the standards in this contract.

1.0 Background Information

The Approval & Certification Center is responsible for the approval and certification of certain mining products for use in underground coal and gassy underground metal and non-metal mines. Technical experts evaluate and test equipment, instruments, and materials for compliance with Federal regulations. Following successful completion of evaluation and testing of a product, a license (approval) is issued authorizing a manufacturer to produce and distribute products for use in mines.

In addition to product testing and approval, the Center performs other technical functions in support of MSHA’s programs, including investigation of field complaints, litigation assistance/expert witnesses, accident investigations, enforcement support, training, development and revision of Federal standards and regulations, research assistance, and hazard recognition and accident prevention.

The MSHA Imaging Management System (MIMS) is an electronic document management system that was designed to provide document access and control processes required to manage records used in the Center’s technical support role. The system currently holds nearly one million pages of engineering drawings, approval letters, test results, field modifications, final reports, photographs, and other related technical and administrative documentation. MIMS provides for streamlined document retrieval and document sharing, playing a critical role in the Center’s operations.

MIMS is a critical production system that includes imaging hardware along with imaging software (Application Enhancer suite of products from OpenText Corp). This maintenance agreement covers the technical support required to: a) cover onsite hardware service; b) ensure continued software/licensing support through release upgrades; c) provide labor hours to cover software changes/training, system design changes, and general Application Enhancer (AE) technical consulting, troubleshooting services and training; and d) assist with development of customized AE interfaces and approval record conversion efforts.

To ensure consistent and timely support, it is preferred that all services are supplied and coordinated through a single vendor. That vendor must sign a Confidentiality Agreement covering non-disclosure of proprietary information handled in the course of providing service and must be registered in the System for Award Management (SAM.gov) database.

1.1 Objective

The objective of this procurement is to award a contract for Mine Safety and Health Administration’s (MSHA) Approval & Certification Center’s (A&CC) MSHA Imaging Management System (MIMS), to cover onsite/remote, hardware/software support, special projects, training, software licensing, programming customization, etc.

1.2 Scope

Contractor awarded the contract must be a certified/licensed reseller of the OpenText product line. It is imperative that the primary contractor awarded this contact have a hands-on working knowledge and experience with the OpenText product line.

1.3 Period of Performance

The period of performance will be one 12-month base period, with no option periods, from April 1, 2026, through March 31, 2027.

1.4 Quality Control

The manufacturer of the system should be ISO 9001 certified.

The Contractor shall provide a description of the methods to be used for identifying and preventing defects in the quality of service performed, and a description of the records to be kept to document inspections and corrective or preventive actions taken.

1.4.1 Quality Assurance

Personnel responsible for the management of the MIMS database will perform checks to verify that contractor response to tasks within the scope of the contract were completed at an acceptable level.

1.6 Point of Contact/Coordinators

Primary POC: Valinda A. Pfabe Telephone: 304-547-2008 e-mail: pfabe.valinda@DOL.GOV

1.6.1 Contracting Officer Representative:

The (COR) will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with the Contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regards to changes in cost or price, estimates or changes in delivery dates.

The COR is not authorized to change any of the terms and conditions of the resulting contract.

1.7 Key Personnel

Factory trained software service engineers who will service the system during the contract period.

1.8 Recognized Holidays

The Government hereby provides NOTICE and Contractor hereby acknowledges receipt that Government personnel observe the listed days as holidays:

New Year’s Day Martin Luther King’s Birthday Presidents’ Day Memorial Day Juneteenth – Emancipation Day Independence Day mailto:pfabe.valinda@dol.gov

Labor Day Columbus Day Veterans’ Day Thanksgiving Day Christmas Day Inauguration Day (when applicable)

1.9 Hours of Operation

Monday through Friday, 8:00 am to 5:00 pm.

1.10 Place of Performance

Approval & Certification Center (A&CC) 765 Technology Drive Triadelphia WV 26059

1.11 Type of Contract

Firm-Fixed-Price award.

1.12 Ownership

All deliverables developed under the statement of work are the property of the U.S. Government and MSHA.

1.13 Commitment to Protect Sensitive Information

The Contractor shall not release, publish, or disclose information to unauthorized personnel.

1.14 Travel

N/A

1.15 Final Inspection

Delivery, testing, and satisfactory acceptance of all work and services will be approved by the MIMS Program Analyst and/or the Contracting Officer’s Representative.

PART 2

DEFINITIONS & ACRONYMS

CFR – Code of Federal Regulations

CO – Contracting Officer

COR - Contracting Officer’s Representative: A representative from the requiring activity assigned by the Contracting Officer to perform surveillance and to act as liaison to the contractor

Defective Service. A service output that does not meet the standard of performance associated with it in the Statement of Work.

DOL - Department of Labor

EPA – United States Environmental Protection Agency

FAR – Federal Acquisition Regulation

MNM – Metal/Nonmetal

MSHA – Mine Safety and Health Administration

Quality Control - Those actions taken by a contractor to control the performance of services so that they meet the requirements of the

SOW.

Quality Assurance - Those actions taken by the government to assure services meet the requirements of the Statement of Work.

SF – Standard Form

SOW – Statement of Work

PART 3

GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

3.0 Government Furnished Items and Services:

Servers and laptop computers.

3.1 Information Sources

Knowledgeable MSHA personnel will be made available to assist Contractor personnel in obtaining information pertinent to this

SOW.

PART 4

CONTRACTOR FURNISHED ITEMS AND SERVICES

4.0 Supplies and Services

A&CC personnel will be licensed to utilize this for the period of performance set forth in the contract. Support will include telephone, remote and internet support along with “bug” fixes and software upgrades as they become available. This covers both core license and customer (user) licenses.

PART 5

SPECIFIC TASKS

The following is the set of tasks required under this Contract. All tools developed under this contract should be validated for accuracy.

The method(s) used for this determination shall be specified in the contract proposal.

Deliverables Schedule

The following deliverables schedule will be based on the contract award date:

CLIN Description QTY Unit of Measure 0001 Application Enhancer - software - 60 User License 60 ea.

0002 Pegasus - Scanfix for Application Enhancer - software - 60 User License 60 ea.

0003 SX - Image Capture Server - software - 1 User License 1 ea.

0004 Application Enhancer - Reports Management Server - software - 1 User License 1 ea.

0005 Application Enhancer - TEST SYSTEM - Software 1 ea.

0006 Labor Hours for onsite/remote /hardware/software support/upgrades, special projects, training, etc.

100 hr.

PART 6

APPLICABLE PUBLICATIONS

REFERENCES, LAWS, REGULATIONS AND POLICIES

· At a minimum, Contractor performance in accordance with the requirements herein shall fully comply with the following laws, regulations, policies and guidelines:

· Title III of the E-Government Act of 2002 — Federal Information Security Management Act (FISMA)

· The Privacy Act of 1974, PL 93-579, as amended

· OMB Circular A-123 Revised, Management's Responsibility for Internal Control, December 2004

· OMB Circular A-127, Financial Management Systems, July 23, 1993

· OMB Circular A-130, Appendix III, Security of Federal Automated Information Resources

· Homeland Security Presidential Directive 12, Policies for a Common Identification Standard for Federal Employees and Contractors

· Department of Labor, Computer Security Handbook (CSH)

· 40 CFR, PART 136, APPENDIX B

SECTION 508 REQUIREMENTS

Section 508 Background

Electronic and Information Technology (EIT)/Information and Communication Technology (ICT) greatly affects how federal agencies, and their employees achieve agency goals, do their daily work and serve the American people. EIT/ICT is also a major gateway to employment opportunities in both the public and private sectors, and it is key to how information is shared with employees, how employees are productive in the workplace, and how they advance in their careers.

General Requirements

All EIT/ICT deliverables produced by the Contractor shall be accessible, usable by assistive technologies, and meet the baseline criteria outlined in Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220) August 7, 1998, the Web Content Accessibility Guidelines 2.1 (WCAG 2.1) Level AA and the Department of Labor Management Series (DLMS) Section 7, Chapter 600. Evaluation will be done in accordance with the Department of Homeland Security’s (DHS) Trusted Tester Program (https://www.dhs.gov/trusted-tester).

EIT/ICT deliverables include but are not limited to: websites, software, mobile applications, webcasts, webinars, multimedia (e.g.

charts, graphs, graphics, videos, audio tracks, and animation), social media, collaborative workspaces and tools, documents (e.g. PDF, PowerPoint, Excel, and Word), forms and field elements, data tables, image maps, and any training and related training materials.

Print materials must be made available in an alternate accessible format when requested. By submitting deliverables pursuant to this contract, the Contractor is certifying that such deliverables are conformant with the accessibility guidelines referenced above.

All documents and deliverables prepared for or provided to the Government must be in accessible formats (as indicated in the next paragraph). All materials submitted in hardcopy must be provided in an accessible electronic copy at the same time of hard copy submission or alternate accessible format when requested. Any multimedia must include synchronized captions that include all relevant audible information (dialog and sounds), include audio descriptions (when relevant visual information is not otherwise relayed audibly), and be navigable by assistive technologies. Any multimedia interactive interface elements (e.g., user controls) must be navigable by assistive technology and include proper name, role, and/or state properties. Audio-only content shall be accompanied by an accessible screen text or transcript that is an accurate and complete representation of that audio content. The contrast ratio between all content background and foreground colors shall be at least 4.5:1.

All documents created for or provided to the Government (to include those created from scanned documents) must be accessible, the content within must be tagged correctly, and must return no potential errors in the Adobe Acrobat Pro’s Accessibility Full Check “Accessibility Report” when tested against the “Adobe PDF” checking option and all its tests. All graphics, charts, and graphs marked as images/figures within a PDF must be tagged with appropriate, descriptive alternate text conveying equivalent meaning. All text content in the PDF must be readable with assistive technology (e.g., JAWS screen reader) on each page in a comprehensive and sequential manner, to include all information provided in any alternate text descriptions for graphics. Tag order of content (found in the Adobe Acrobat Pro “Navigation Pane”) must match the Reading Order (found in the Adobe Acrobat Pro “Order Pane”) of content through manual verification. Tables shall be tagged properly including column headers, row headers, and assigned scope. Decorative elements that convey no meaning should be marked as Artifacts. Any fillable form fields and buttons must have appropriate form tags, associated tooltips conveying all information needed to correctly complete the field, have a tab order that matches the visual reading order, and be accessible and usable by keyboard only and other assistive technology.

All training, vocal presentations, and training documents must be provided in accessible Section 508 compliant format. “Point-and-https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.dhs.gov%2Ftrusted-tester&data=05%7C02%7CVerwys.Nathan%40dol.gov%7C89b4720b1f5e49b85d6308dd13d13a61%7C75a6305472044e0c9126adab971d4aca%7C0%7C0%7C638688511533743183%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=wFcv9u7%2BiM878YB5k5cK77XYZccURdrRGI3SUpw%2BlF8%3D&reserved=0 click” methods of training with screenshots primarily designed for sighted users is not sufficient. Any screenshots of user actions must be given an equivalent alternate verbal and/or text description and a non-mouse-based action alternative interaction method. All training and reference materials must be provided in an accessible Section 508 electronic format (preferably PDF or Word).

2 - Section 2

Vendor Terms and Conditions

1. Only those terms and conditions expressly set forth in the Order or Contract or which are expressly incorporated by reference into the Order or Contract will apply;

2. No term or condition in the Offeror’s Quote applies to the Order or Contract, with the sole exception of terms and conditions expressly agreed to by the Government prior to award and which are expressly incorporated into the Order or Contract;

3. No term or condition appearing in the Offeror’s website or other materials apply to this Order or Contract, except as agreed to expressly by the Government prior to award and expressly incorporated into the Order or Contract prior to award;

4. The Offeror’s proposed End User Licensing Agreement (EULA) and any other term or condition that the Offeror proposes must be identified or referenced clearly in the Offeror’s Quote and must be expressly negotiated and agreed to by the Government before award;

5. The Government will not be held to any term or condition, or be found liable or charged for services, that are not clearly stated within this Order or Contract and which have been expressly agreed to by the Government prior to award; and

6. Any changes to this Order or Contract proposed after award to add terms and conditions will require a bilateral modification.

FAR Clauses

FAR 52.204-7 System for Award Management. (NOV 2024)

FAR 52.204-13 System for Award Management Maintenance. (OCT 2018)

FAR 52.204-14 Service Contract Reporting Requirements. (OCT 2016)

FAR 52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery Contracts. (OCT 2016)

FAR 52.204-16 Commercial and Government Entity Code Reporting. (AUG 2020)

FAR 52.204-17 Ownership or Control of Offeror. (AUG 2020)

(a) Definitions. As used in this provision-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

(b) The Offeror represents that it [ ] has or [ ] does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (c) and if applicable, paragraph (d) of this provision for each participant in the joint venture.

(c) If the Offeror indicates "has" in paragraph (b) of this provision, enter the following information:

Immediate owner CAGE code: [ ]

Immediate owner legal name: [ (Do not use a "doing business as" name)]

Is the immediate owner owned or controlled by another entity?: [ ] Yes or [ ] No.

(d) If the Offeror indicates "yes" in paragraph (c) of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information:

Highest-level owner CAGE code: [ ]

Highest-level owner legal name: [(Do not use a "doing business as" name)]

(End of provision)

FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020)

FAR 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014)

FAR 52.204-20 Predecessor of Offeror. (AUG 2020)

(a) Definitions. As used in this provision-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

(b) The Offeror represents that it [ ] is or [ ] is not a successor to a predecessor that held a Federal contract or grant within the last three years.

(c) If the Offeror has indicated "is" in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order):

Predecessor CAGE code: [(or mark "Unknown")].

Predecessor legal name: [(Do not use a "doing business as" name)].

(End of provision)

FAR 52.204-22 Alternative Line Item Proposal. (JAN 2017)

FAR 52.209-2 Prohibition on Contracting With Inverted Domestic Corporations-Representation. (NOV 2015)

FAR 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)

FAR 52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023)

FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023)

FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) - Alternate I

(NOV 2021)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

[Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the

Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'".]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert 'None')."]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if-

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

(9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see…