AG-82FT-S-10-0007.docx

AG-82FT-S-10-0007

Short Term Vehicle Leases Rocky Mountain Research Station Due 16:00 MST, April 27, 2010

DATE

AG-82FT-S-10-0007

DATE

April 16, 2010

INFORMATION CALL:

April 27, 2010

16:00 MST

FOB DESTINATION

240 WEST PROSPECT ROAD

FORT COLLINS CO 80526

|_| HUBZONE SMALL

ORDER UNDER DPAS (15 CFR 700)

|X| RFQ |_| IFB |_| RFP

15. DELIVER TO CODE

SEE SCHEDULE OF ITEMS FOR DELIVERY LOCATIONS. DELIVERY

WILL VARY BY INDIVIDUAL (ORDER).

16. ADMINISTERED BY CODE

SAME AS BLOCK 9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

18a. PAYMENT WILL BE MADE BY CODE

INVOICES SHALL BE SUBMITTED AS FOLLOWS: ORIGINAL TO THE

CONTRACTING OFFICER (ADDRESS IN BLOCK 9) AND ONE COPY TO THE

CONTRACTING OFFICER REPRESENTATIVE (ADDRESS INFORMATION

WILL BE INDICATED ON ORDER).

TELEPHONE N0.

|_| SEE ADDENDUM

Short Term Vehicle Lease. Please see the government terms and conditions and specifications below.

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

25. ACCOUNTING AND APPROPRIATION DATA

FUNDING WILL BE MADE AVAILBALE UNDER BLANKET PURCHASE CALLS ORDERED UNDER THE

BLANKET PURCHASE ORDER CONTRACT AWARD.

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

KEEP THIS COPY

RFQ-CAZ-05-025

Short Term Vehicle Lease ARNFPNG, MBR, and RMRS Due: March 29, 2005

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

|_| RECEIVED |_| INSPECTED |_| ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECTFOR

|PARTIAL | |FINAL

|_| COMPLETE |_| PARTIAL |_| FINAL

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.4/2002) BACK

Specifications

Short Term Vehicle Lease

GENERAL INFORMATION

SCOPE:

The purpose of this contract is to lease seven vehicles for use by employees of the Forest Service administered by the Acquisition Management team in Fort Collins, Colorado. The time period for this contract will be no longer than four months on a short-term basis and the need for the vehicle could end before then. Locations are listed in the Delivery Locations section of the Schedule of Items.

DESCRIPTION:

Seven vehicles will be subject to operation over narrow and unimproved roads, through mountainous, timbered terrain as well as use on paved highways. Vehicles leased under this contract shall be in good mechanical condition and meet the requirements specified in the Contract Clauses and Contract Specifications included herein.

LOCATION

All seven vehicles will be delivered to the below address:

Rocky Mountain Research Station Aquatic Sciences Laboratory 322 East Front Street, Suite 401 Boise, ID 83702

VEHICLE TYPE AND PERIOD OF PERFORMANCE

PROPOSALS:

Proposals will need to be quoted separately by each Contract Line Item (CLIN). Proposed pricing shall include all delivery fees associated with the drop-off and pick-up of each vehicle. If a delivery fee is applicable, the Offeror must submit the fee pricing with its offer. As an alternative to paying the delivery charge the Offeror shall indicate a reasonable established location where the Government may pick-up/drop-off items for no charge.

GENERAL VEHICLE SPECIFICATIONS

The items listed below are general specifications that all vehicles leased under this contract are required to meet. The vehicles are desired for specific duties, therefore deviations from the general and specific vehicle specifications are not permitted.

NOTE: All vehicles delivered under the terms of the contract shall have a full fuel tank. Vehicles returned to the Contractor at the end of the lease period shall have a full fuel tank. Deviations from this shall be noted on the vehicle inspection form.

1. Vehicles SHALL NOT have hubcaps.

2. YEAR OF VEHICLE: Vehicles shall be no older than three calendar years (Model year 2007 or more current).

3. MILEAGE: The vehicle shall have no more than 30,000 miles on the odometer when accepted.

4. TIRES: All tires shall be 6-ply, match, and have Mud and Snow rating including the vehicle spare and shall be the Original Equipment Manufacturers (OEM) standard tire size for the vehicle.

a. Used tires shall have no less than 50% tire tread remaining upon acceptance. All tires provided shall be inflated to the OEM specifications.

b. Certain requirements may include additional/more stringent tire specifications; these are noted on the Schedule of Items.

c. Spare tire shall be mounted in a spare tire rack or carrier.

5. The vehicle must have a functional OEM jack, jack tool and lug wrench and all shall be mounted in the OEM factory installed carrier.

6. The vehicle shall have a correctly functioning:

a. Air conditioning system;

b. AM/FM radio;

c. OEM standard seat belts for all persons the vehicle is designed to carry;

d. Odometers and speedometers that shall register mileage/speed accurately.

7. No vehicle component shall be modified from their OEM standard configuration.

8. Vehicles submitted under this contract shall be completely serviced and be in good mechanical condition at the time of delivery.

a. All vehicles delivered under this contract must have had a standard maintenance service within the 30-days prior to acceptance by the Government. This requirement is to ensure the vehicle is ready for use immediately upon delivery.

b. Maintenance records must be included with each delivered vehicle for the most recent oil, lubrication and filter replacement services.

9. Vehicles SHALL NOT be delivered with license plates as government license plates will be installed.

10. Windshield glass shall be free of cracks and sand damage. Rock chips are acceptable provided they have been repaired and not readily visible.

11. All vehicles submitted under this contract shall comply with state safety regulations, and where required by county regulation, the vehicle emissions standards.

12. MIRRORS: Mirror glass shall not be cracked or show spotting and shall be securely fastened in place. Mirror brackets and lens holders shall be correctly and securely mounted to the vehicle. Electrically controlled mirrors, where installed, shall operate correctly.

SPECIFIC ITEMS ON THE FULL SIZE SUV’S REQUIRED

a) SPORT UTILITY VEHICLE (SUV) 4 x 4 Full-size:

1. Engine – minimum requirement, V-8/5.3 liter, gasoline;

2. GVWR – 6000 lbs minimum;

1. Transmission – automatic or standard with overdrive.

3. Cab – 4 cab doors

4. Transfer Case – electric or manual shift, high end low range 4 wheel drive.

5. Hubs - manual lock in, electronic lock-in

6. Rear suspension - solid rear axle

b) SPORT UTILITY VEHICLE (SUV) 4 x 4 Standard-size:

2. Engine – minimum requirement, V-6/4.0 liter, gasoline;

3. GVWR – 6000 lbs minimum;

4. Transmission – automatic or standard with overdrive.

5. Cab – 4 cab doors

6. Transfer Case – electric or manual shift, high end low range 4 wheel drive.

7. Hubs - manual lock in, electronic lock-in

8. Rear suspension - solid rear axle

c) PICKUP 4 x 4 (½ ton):

1. Engine – minimum requirement, V-6/4.0 liter, gasoline;

2. GVWR – 6000 lbs minimum;

9. Transmission – automatic or standard with overdrive.

3. Bed – Standard six (6) or eight (8) foot bed, as noted on each individual order/Blanket Purchase Call;

4. Cab – standard two (2) door cab Transfer Case – electric or manual shift, three (3) speed minimum;

5. Hubs - manual lock in, electronic lock-in

6. Rear suspension - solid rear axle

DELIVERY

a) Time of Delivery: Delivery shall be made to the location specified on this specific solicitation and delivery must be made on the indicated date.

INSPECTIONS

A Forest Service representative (Forest Service Inspection Representative) will inspect all vehicles delivered under this contract for compliance with contract specifications. Vehicles failing to meet the General and Specific specifications shall not be accepted. All vehicles returned at the end of their time period shall also be inspected prior to their release. It is the discretion of the Forest Service Inspection Representative if a vehicle is considered unsafe. The Contractor shall be given a copy of each inspection. The form Mechanical Inspection of Automotive Equipment form or comparable form shall be used for all vehicle inspections conducted under this contract.

RESPONSIBILITY FOR REJECTED VEHICLES

All rejected vehicles shall be replaced at the cost of the Contractor. The Government will not be liable for any costs of replacement. If the Contractor cannot replace the vehicle immediately, the Government shall earn a prorated credit on their account. This prorating shall occur daily as a portion of the monthly rate (the monthly rate will be configured on a 30 day month).

RELEASE OF VEHICLES

The Government will notify the Contractor by telephone within fourteen (14) days prior to the end of the need for that particular vehicle. On the fourteenth (14th) day after notification of release of the vehicle or on the date the Government specified for the release of the vehicle in the notification of release the accrual of obligation for that vehicle will cease. To ensure access to the vehicle it is the Contractor’s responsibility to contact the Forest Service and schedule a pick-up time between 8:00 AM and 3:00 PM Monday through Friday, except Federal holidays. The vehicle shall be picked up on the date requested.

DAMAGE TO VEHICLES

See Loss, Damage, or Destruction clause in the attached Contract Clauses. The Government will assume risk for loss, damage, or destruction of equipment leased under this contract provided that no reimbursement will be made for loss, damage, or destruction when;

(a) due to “normal wear and tear.” Normal wear and tear is defined as those dents, dings, paint chips, scratches, pitted, but not cracked windshields, and interior wear and tear such as soiled carpets and seats normally accrued to a motor equipment used in rural areas over a period of each call (usually less than six months). In any event, the Forest Services’ liability for reconditioning equipment acquired as a result of this solicitation shall be limited to replacement of glass and exterior trim, repair to body damage attributable to collision only, and repair of interior damage such as cut or burnt materials as well as mechanical repairs not covered under the Maintenance and Supplies clause.), or

(b) negligence of the Contractor or Contractor’s agents causing or contributing to loss, damage, or destruction, or

(c) damages caused by equipment defects unless such defects are caused by negligence of the Government of its employees. No additional payment will be made for “ordinary wear and tear.”

MAINTENANCE AND SUPPLIES

a. PREDELIVERY SERVICE: Vehicles submitted under this contract shall be completely serviced and be in good mechanical condition at the time of delivery.

1. All vehicles delivered under this contract must have had a standard maintenance service within the 30-days prior to acceptance by the Government. This requirement is to ensure the vehicle is ready for use immediately upon delivery.

2. This service may include, but is not limited to: oil change with new oil and fuel filters; tire balance/rotation; alignment; and any other service required as part of routine service to maintain the safe drivability of the vehicle.

3. Each vehicle delivered under this contract shall have a full tank of gas.

b. ROUTINE SERVICE: The Government will perform all routine services to the vehicle during the lease period/possession period. Service will be performed at the manufacturer’s required intervals. The Government as part of routine service will provide all fuel, lubricants, and filters for operation of the vehicles. Each vehicle shall be returned with a full tank of gas upon release.

1. Tires that require replacement through ordinary wear and tear shall be the responsibility of the Contractor.

2. Tires that require replacement due to destruction by Forest Service users shall be the responsibility of the Forest Service.

3. Windshield or other glass breakage occurring while the vehicle is under lease shall be the responsibility of the Forest Service user, except as noted above under Damage to Vehicle as “ordinary wear and tear.”

4. Other vehicle mechanical repairs shall be the responsibility of the Contractor. This would include but not be limited to engine, transmission and drive/power train repairs; brake repairs and replacement, electrical and suspension work, repairs, and replacement.

c. REPAIRS: All repairs including parts and labor shall be the responsibility of the Contractor, and be made at the Contractor’s expense with the exception of flat tires. All repairs shall be made promptly and vehicles returned to use within 48 hours of notice to the Contractor of a breakdown. In lieu of repairing the vehicle, the Contractor may furnish a like vehicle within the 48-hour period. The Contractor may authorize the Government to make repairs. In such cases it is the preferred method that the amount of the repairs to include parts and labor be paid directly by the Contractor. The Contractor may request, in writing to the Contracting Officer, that the repairs be paid by the Government and deducted from the amount due the Contractor upon the next invoicing period.

NOTIFICATION OF EQUIPMENT DEFECTS

For equipment delivered under this contract, any notification of defects required by Public Law 89-563 shall be addressed to the consignee unless the Contractor is otherwise notified pursuant to FPMR 101-26.501-8.

IDENTIFICATION OF EQUIPMENT

The Contractor must show the applicable Contract Number on the document used in the delivery of all equipment under this contract. This information is essential to the consignee for identification purposes.

CLOSED-END LEASE

The responsibility of the Government to the Contractor will include the payment of a firm-fixed monthly lease charge. This charge will be pro-rated as a per day cost (based on a 30 day month) for months in which the vehicle was only used a portion of the month. There shall be no adjustment in actual depreciation of equipment. Upon termination or expiration of this contract, the Government will return equipment to the Contractor in such condition as defined in paragraph d of the Return of Equipment Clause.

RETURN OF EQUIPMENT

(a) Thirty (30) days prior to the expiration or termination of orders against this contract, the lessee will contact the lessor to determine whether the equipment should be returned to the same place where delivery was accomplished or to a destination mutually agreeable to both parties.

(b) The Contractor shall be responsible for performing an appraisal as to the condition of each piece of equipment prior to its removal from Government custody and shall furnish to the Forest Service a signed copy of the appraisal report and dated by both the Contractor and the Government. The Forest Service will not be responsible for damage not listed on the appraisal report.

(c) Equipment will be returned to the Contractor for this inspection not later than five (5) days after termination or expiration of the contract period for that equipment.

(d) For purposes of any lease entered into under any orders against the contract awarded under this solicitation, normal wear and tear is defined as those dents, dings, paint chips, scratches, pitted, but not cracked windshields, and interior wear and tear such as soiled carpets and seats normally accrued to a motor equipment used in rural areas over a period of each call (usually less than six months). In any event, the Forest Services’ liability for reconditioning equipment acquired as a result of this solicitation shall be limited to replacement of glass and exterior trim, repair to body damage attributable to collision only, and repair of interior damage such as cut or burnt materials as well as mechanical repairs not covered under the Maintenance and Supplies clause.

NON-USE OF CONTRACTOR LEASE

The Government is not obligated to enter into a lease with any Contractor separate from this contract. A contract lease shall not become part of this contract.

PAYMENT AND INVOICING

See the Vehicle Lease Payment clause. Contractor will provide one itemized invoice/statement per month inclusive of all vehicles under lease for that month. Invoices shall be itemized to include the following information:

a. Contract Number;

b. Vendor Information (i.e. company name, remit to address, phone number, fax number, and any other associated address and contact information);

c. CLIN number – From the Schedule of Items;

d. Vehicle Identification Number (VIN);

e. Delivery Location of the vehicle;

f. Delivery Date of Vehicle;

g. Return/Pick Up Date of Vehicle;

h. Total Days of Vehicle Lease;

i. Breakdown of Payment Due (from the Schedule of Items);

j. (and) Deductions Per Vehicle.

NOTE: Invoices not including these items shall be considered improper invoices and will not be processed for payment. If the Contractor submits an improper invoice, the Contractor will be contacted to correct the invoice and resubmit a corrected invoice. The payment of an improper invoice will not be processed. It is the Contractor’s responsibility to ensure invoices that are submitted meet the required invoice form.

Invoices must be submitted for individual Blanket Purchase Calls. The Contractor must submit one invoice for each individual call for the invoice to be considered a proper invoice. Invoices including multiple Blanket Purchase Calls shall be considered improper invoices and will not be processed for payment. If the Contractor submits an improper invoice, the Contractor will be contacted to correct the invoice and resubmit a corrected invoice. The payment of an improper invoice will not be processed. It is the Contractor’s responsibility to ensure invoices that are submitted meet the required invoice form.

The Contractor shall send one copy of the invoice to the Contracting Officer/payment office and one copy of the invoice to the appropriate Contracting Officer Representative for the Blanket Purchase Call for the Vehicle Lease.

Monthly payment will be made at the lease rates specified in the Schedule of Items for each vehicle under lease for that month, minus any days that the vehicle is not available for use or not in possession of the Government (1/30th of the monthly lease rate shall constitute the daily lease rate for invoicing purposes).

Any money credits due to the Government must be handled by the Contractor as a credit memorandum to the Forest Service and shall be applied against outstanding charges due to the Contractor. The credit memorandum is to be mailed to at the office where invoices are mailed and a copy shall be submitted to the Contracting Officer for the contract file record.

VEHICLE LEASE PAYMENTS

(a) Upon the submission of proper invoices or vouchers, the Government shall pay rent for each vehicle at the rate(s) specified in this contract.

(b) Rent for each vehicle shall accrue from the date the vehicle is delivered and accepted, provided a delivery or task order is completed prior to delivery. Rent shall continue to accrue until the end of the Period of Performance for the contract or until written termination of each specific delivery or task order. However, rental shall accrue only for the period from the date requested (this date will be indicated on the Blanket Purchase Call) that each vehicle is in the possession of the Government. Rental shall not accrue for the time in which the vehicle is not in possession of the Government, as noted in this contract and in paragraphs (d) and (e) of this section. If a vehicle is delivered early, the Government will not accrue rent. Rent shall accrue beginning on the date indicated on the Blanket Purchase Call for the vehicle requested.

(c) Rent shall not accrue for any vehicle that the Contracting Officer determines does not comply with the Condition of Leased Vehicles clause of this contract or otherwise does not comply with the requirements of this contract, until the vehicle is replaced or the defects are corrected. The Forest Service Inspection Representative shall have authority to determine if a vehicle is in compliance with the requirements of this contract and the Condition of Leased Vehicles clause, unless otherwise noted on the individual delivery or task order.

(d) Rent shall not accrue for any vehicle during any period when the vehicle is unavailable or unusable as a result of the Contractor's failure to render services for the operation and maintenance of the vehicle as prescribed by this contract.

(e) Rent stated in monthly terms shall be prorated on the basis of 1/30th of the monthly rate for each day the vehicle is in the Government's possession. If this contract contains a mileage provision, the Government shall pay rent as provided in the Schedule.

ACCIDENTS/THEFTS

The Government shall notify the Contractor within three (3) business days of accident/theft and will arrange for repairs of accident damage including damage sustained to any stolen equipment during the period prior to recovery. The Contractor will not be required to provide a replacement during the period the equipment is out of service. If the equipment is damaged beyond repair or not recovered thirty (30) days after the date of theft, the Contractor will be reimbursed the residual value of the equipment based on the average of the wholesale and retail price as listed in the Spring or Fall edition of the Official Industrial Equipment Trade-In Guide (published by the North American Equipment Dealers Associated) at the time of the theft/accident if in full satisfaction of any and all liabilities under this contract, provided that the Government liability to pay the monthly cost shall cease as of the time of the accident/theft). The accrued lease cost for the month in which the accident/theft occurs shall be determined on a pro-rata basis for such month. The Contractor shall provide the Government documentation related to all monies received from the salvage or other disposal of such equipment.

ACTS OF GOD

Equipment damaged as a result of an Act of God (i.e. severe weather, floods, fires, etc.) shall be repaired and paid for by the Government.

CONTACT PHONE NUMBER

The Contractor will be required to provide a telephone number access during the Contractor’s normal business hours, to a designated person, for the purpose of providing information to the Government concerning any matters related to the specific items and options under this contract.

INTERPRETATION OF CONTRACT REQUIREMENTS

No interpretation of any provision of this contract, including applicable specifications, shall be binding on the Government unless furnished or agreed to in writing by the Contracting Officer or his/her designated representative.

52.212-4 -- Contract Terms and Conditions -- Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions -- Commercial Items (Mar 2009)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(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. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(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) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) 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.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) 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 which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or 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) Interest.

(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, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed 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 within 30 days;

(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 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.

(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 a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, 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 which 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; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 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 is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

(End of Clause) Alternate I (Oct 2008) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i) and (l) for those in the basic clause.

(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.

(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.

(i) Payments.

(1) Services accepted. Payments 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…