b.FinalSolicitation.doc

Pine Office Janitorial

AG-04M3-S-11-0026

LOCAL TIME 4:30 PM

INFORMATION CALL

Technical, Rusty Little Administrative, Patty Nash 5415231986 5415231209

10. THIS ACQUISITION IS

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UNRESTRICTED

SET-ASIDE. 100% FOR

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SEE SCHEDULE

SMALL BUSINESS,

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HUBZONE SMALL BUSINESS

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13a. THIS CONTRACT IS A RATED ORDER

1550 DEWEY AVENUE

P.O. BOX 907

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8(A)

UNDER DPAS (15 CFR 700)

SOLE SOURCE

13b. RATING

RFQ

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IFB

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RFP

Whitman Ranger District – Halfway Station 38470 Pine Town Lane

Halfway OR 97834 Same as Block 9

FACILITY CODE

DUNS #____________________________

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

IS CHECKED: FORMCHECKBOX

SEE ADDENDA

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Janitorial Services, Whitman RD – Halfway Station

(Use Reverse and/or Attach Additional Sheets as Necessary)

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27a. solicitation incorporates by reference FAR 52.212-1, 52.212-4. FAR 52.212-3 and 52.212-5 and Addenda FORMCHECKBOX are FORMCHECKBOX are not attached.

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27b. contract/purchase order incorporates by reference FAR 52.212-4. FAR 52.212-5 AND Addenda FORMCHECKBOX are FORMCHECKBOX are not attached.

28.

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AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED (BLOCK 30c) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

Patty Nash

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (Rev. 4/2002)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA ( FAR (48 CFR) 53.212

PERFORMANCE WORK STATEMENT

Furnish all necessary personnel, transportation, cleaning supplies, toilet paper, and paper towels, and equipment to provide janitorial services at the Whitman Ranger District – Halfway Station office building (approx. 3,241 square feet) and the conference building (annex) (approx. 1080 square feet). The Contractor is allowed to use the water and electrical utility system for the purpose of fulfilling janitorial obligation.

Project Location Whitman Ranger District – Halfway Station, 38470 Pine Town Lane, Halfway OR 97834 Technical Specifications

Services to be completed according to the following schedule:

Twice weekly on Wednesday and Friday, Saturday, or Sunday:

· Vacuum carpets in front lobby and surrounding hallway.

· Empty all wastebaskets.

· Keep toilet paper and paper towels dispensers full.

· Clean and sanitize with commercial product, i.e., Pine Sol, all toilets, fixtures (which includes the water faucet in lobby), basins, dispensers, plated fixtures, piping and mirrors including sink and countertop in breezeway and annex as well as the surrounding walls of drips. (Two restrooms in front, two in back, sink in breezeway, one restroom and shower in annex.)

Once weekly

· Vacuum all carpets.

· Remove all cobwebs.

· Sweep and mop all tiled floors

· Sweep landings, steps, covered porches and walkways at front, side, and back entrances.

· Clean glass surface in door and wipe clean entrances.

· Dust thoroughly all flat surfaces i.e., bookcases, shelves, computer tables and workstations.

· Wipe completely clean the vending machine located outside front entrance.

Monthly (First Week of Each Month)

· Vacuum all fabric chairs. Wipe clean all the non-fabric parts of chairs.

· Dust all blinds and windowsills.

· Spot clean carpets.

· Remove recyclables from office to the outside dock.

Twice yearly (May and September or October)

· Clean in and outside of all windows, including screens.

· Wash and dry all blinds

· Strip-off old wax. Apply new wax on all tiled floors with a non-slip wax.

· Shampoo carpets. Schedule with COR in advance.

Note: Contractor shall provide the COR at least one week’s notice, written or verbal of the dates on which the twice-yearly services will be performed.

Work Definitions

Mop Floors – consists of damp mopping all vinyl floors using a neutral cleaner in proper solution to remove dirt without disturbing the wax base. This includes around and under furniture with a vertical clearance of at least six inches except in bathrooms which includes all floor space. Work does not include picking up of items left on the floor by personnel.

NOTE: Many personnel are field going. Contractor should anticipate mud, rocks, pebbles, and the like to be tracked into the areas.

Sweep Floors – consists of sweeping all floors using a yarn broom or dust mop treated with polyethylene glycol or similar non-injurious material. This includes around and under furniture with a vertical clearance of a least six inches except in bathrooms, which includes all floor space. Work does not include picking up of items left on the floor by personnel.

Wax Floors – consists of removing old wax from all vinyl floors by mopping and scrubbing with a neutral cleaner; rinse thoroughly and apply a floor wax suitable for non-wax floors. Also, buff all floors after applying the wax. Contractor shall notify the COR five days prior to this service with arrangements to do after hours and to allow for removal of personal items from floor. Floors shall be waxed in May and September/October.

Clean Fixtures – consists of scrubbing toilet fixtures, sinks including sinks outside of bathroom, and hallway water fountains with disinfectant, and damp wipe toilet paper dispensers, towel dispensers, mirrors, door knobs, light switch, handicap grab bars, and other bathroom fixtures i.e., water heaters. It includes the supplying of at least two rolls of toilet paper, two packages of paper towels, liquid or powder antibacterial hand soap, and an odor absorbing deodorizer for each bathroom as needed.

Empty Trash – consists of emptying of wastebasket, garbage cans, and paper shredders and disposing of waste material in outside dumpster. It includes replacing plastic liners as needed.

Wash Wastebaskets – consists of disinfecting in and outside and tops of waste containers monthly.

Remove Cobwebs – consists of removing cobwebs within the interior such as in corners and around windows of office and annex.

Dusting – consists of removing debris from flat surfaces, window blinds, baseboards, and light fixtures, with exception of any computer equipment.

Damp Wiping – consists of wiping down window ledges, surfaces of furniture, bookshelves, desk, tables, telephone receivers, chairs, air conditioner, or vents, and other furniture. This includes front, sides, and legs of furniture. This does not include any computer equipment.

Vacuum Furniture – consists of vacuuming the fabric portion of the furniture.

Wash Walls/Door – consists of wiping down the walls and doors with a neutral cleaner to remove dust and smudges. This includes both sides of the doors.

Vacuum Carpeted Floors – consists of vacuuming all carpeted floors. This includes around and under furniture with a vertical clearance of least 12 inches. Work does not include picking up of items left on the floor by personnel.

Shampoo Carpeted Floors – consists of shampooing all carpeted floors. Contractor shall notify the COR five days prior to this service to arrange to do so after hours. Carpets shall be shampooed in May and September/October.

Clean Windows – consists of washing the in and outside of all windows, including storm windows and windows in doors, with a non-streaking glass cleaner. This also includes the glass in display cases in the reception area. Remove and wash screens.

Sweep Decks – consists of sweeping deck, wooden walkways, stairs, porch, and doorway surfaces clean of all loose material. It also includes the sweeping down of any cobwebs from rafters, posts, siding and bulletin boards along the deck.

Contractor Quality Control and Government Quality Assurance

The Contractor shall perform quality control and as part of that shall inspect periodically as work progresses or as work is completed to determine acceptability of method and manner of performance, the product of the maintenance operations and to make measurements for payments.

The Government will provide quality assurance that will not be a substitute for the Contractor’s required self inspection system. All work found to be deficient will be reported to the Contractor and rework will be required.

AGAR 42.215-73 POST AWARD CONFERENCE (NOV 1996)

(a) A post award conference with the successful offeror is required. It will be scheduled soon after the date of contract award. The conference will be held at a mutually agreed upon location.

FAR 52.211-10 COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within 10 calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than June 1, 2011 for the base year. The time stated for completion shall include final cleanup of the premises. The completion of work, including the option years is May 5, 2014.

NOTE: Estimated start work date and contract time is as follows:

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed May 31, 2012; unless mutually accepted by both Contractor and Contracting Officer.

FAR 52.217-4 EVALUATION OF OPTIONS (JULY 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

SAFETY

Inherently hazardous conditions that could lead to serious injury or loss of life may be present for the contractor in portions of work. These may include use of chemicals, pesticides, or physical activities involving use of ladder. Contractor shall be familiar with all OSHA requirements for these types of work. When inherently hazardous conditions exist, the contractor shall provide a written, job-specific safety plan for information and discussion at the prework meeting.

Contractor is not expected to perform pesticide applications requiring state certification or licensing. Contractor is responsible for awareness of and compliance with all safety requirements of cleaning products. See requirements for Contractor supplied information for cleaning products to be used in this contract.

Contractor shall provide information, or a plan to reduce safety hazards and the costs of litigation. All inherently hazardous conditions shall be documented and Contractor shall provide a job-specific Job Hazard Analysis (JHA) for Forest Service employees involved. This will help identify hazards involved in the job.

Prevention of Slips and Falls

· To help prevent accidents, the Contractor shall post wet floor areas with signs or barricade areas to restrict access.

· The Contractor shall post signs whenever mopping, stripping, or finishing floors.

· Pay particular attention on stormy days to building entrances, stairways, hallways and restrooms.

Safe Use of Cleaning Materials and Other Chemicals

Maintenance and custodial work requires the use of several cleaning materials. Some of these can be dangerous if used improperly. The Contractor shall implement the following procedures at a minimum:

Keep materials labeled.

· Follow the directions for use. Be sure the chemical is properly diluted.

· Wear protective garments such as rubber gloves or goggles if necessary or required.

· Provide adequate ventilation to prevent the buildup of fumes or gases.

· If an individual is exposed to a chemical, get prompt attention; and, if necessary, get medical help. Check the Material Safety Data Sheet (MSDS) for the material and/or the label on the container.

· Do not use unknown chemicals. Find out what it is or dispose of it safely.

Electrical Hazards

Electrically-powered equipment can be dangerous if used improperly. Use of electrical equipment on a wet floor or under wet conditions can be very dangerous. The Contractor shall follow these procedures at a minimum:

· Do not use equipment with a spliced cord or with cut or exposed wires, broken wires, a short, or a damaged ground.

· Report damaged equipment, any equipment that gives a shock, or grounds that have been tampered with to your supervisor.

· Ground all equipment before use.

Fire Safety and Prevention

Always be alert to recognize potential fire hazards. If smoke or fire is discovered:

· Immediately evacuate the area of the fire.

· Evacuate the building.

· Sound the alarm if possible.

· Call the fire department, then your supervisor and the Government (COR).

In addition, Contractors shall submit a safety plan to the Contracting Officer, in compliance with the Occupational Safety and Health Administration (OSHA). A job-specific safety plan shall be submitted prior to start work or at the post-award conference.

CONTRACT RELEASE

When submitting final payment, Contractor shall provide a signed and dated contract release that includes the following information: "In consideration of receipt of final payment in the amount of $__________ Contractor hereby releases the United States of America from any and all obligations arising under this contract and any modifications thereof except as reserved herein. Reservations:______________"

GOVERNMENT-FURNISHED PROPERTY

The Government will provide paper towels, toilet paper for dispensers, light bulbs and hand soap for use in the performance of this contract. This property shall be used and maintained by the Contractor in accordance with provisions of FAR Clause 52.245-2 "Government Property (Fixed-Price Contracts)" hereby incorporated by reference into the contract in accordance with FAR clause 52.252-2 “Clauses Incorporated by Reference” found herein.

PERSONAL PROTECTIVE EQUIPMENT

The contractor will provide training in the safe operation and use of equipment to all workers using such equipment.

Personal protective equipment, including personal protective equipment for eyes, face, head, and extremities shall be provided, used, and maintained in a sanitary and reliable condition wherever it is necessary by reason of hazards or processes encountered in a manner capable of causing injury or impairment in the function of any part of the body.

Defective or damaged personal protective equipment shall not be used.

The contractor shall assure that each employee wears foot protection that provides adequate traction and ankle support.

SECURITY

The government may require additional screening for security measures of the Contractor and any employee of the Contractor’s firm. Screening and record searches may require additional information to be provided to the Government upon request. Failure to provide the information requested by the Government within a reasonable time frame may result in termination of the Contractor’s right to proceed. The Government reserves the

Access to a Government facility shall be limited to only those individuals employed by the Contractor. While cleaning, no building shall be left unlocked. Contractor shall not admit others to the buildings. The Government reserves the right to remove any Contractor employee or awardee that is, in the Government’s estimation, a security risk for the Government.

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEPT 2007)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

AGAR 452.204-71 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR EMPLOYEES (MAR 2006)

(a) The contractor shall comply with the personal identity verification (PIV) policies and procedures established by the Department of Agriculture (USDA) Directives 3800 series.

AGAR Advisory No. 81, Page 4 of 7

(b) Should the results of the PIV process require the exclusion of a contractor’s employee, the contracting officer will notify the contractor in writing.

(c) The contractor must appoint a representative to manage this activity and to maintain a list of employees eligible for a USDA PIV ID Badge required for performance of the work.

(d) The responsibility of maintaining a sufficient workforce remains with the contractor. Employees may be barred by the Government from performance of work should they be found ineligible or to have lost eligibility for a USDA PIV ID Badge. Failure to maintain a sufficient workforce of employees eligible for a USDA PIV ID Badge may be grounds for termination of the contract.

(e) The contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

(f) The PIV Sponsor for this contract is the contracting officer representative (COR), unless otherwise specified in this contract. The PIV Sponsor will be available to receive contractor identity information from Monday through Friday, 8:00am to 4:30pm at the Malheur National Forest Supervisor’s Office. The Government shall notify the contractor if there is a change in the PIV Sponsor, the office address, or the office hours for registration.

52.212-4 Contract Terms and Conditions - Commercial Items. (JUN 2010) - Alternate I (OCT 2008)

(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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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 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, contract 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--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), 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) Services accepted. Payment shall be made for services accepted by the Government that have been delivered to the delivery destination(s) set forth in this contract. 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 item at FAR 2.101, the price to be paid for such materials shall be 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 contract 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 section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 32.608-2 of the Federal Acquisition Regulation 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 52.212-5(b) for the appropriate EFT clause.

(10) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever…