Description Specifications 032211.docx

Uinta Wasatch Cache National Forest, Pleasant Grove Ranger District Offices, Pleasant Grove Utah Janitorial Services Solicitation: AG-84N8-S-11-0034 Page | 1 Section B – Supplies or Services and Prices/Cost

SCHEDULE OF ITEMS

ITEM 1 – BASE ITEM (May 01, 2011 thru April 30, 2012)

ITEM 2 – OPTION YEAR ONE (May 01, 2012 thru April 30, 2013)

Sub item

ITEM 3 – OPTION YEAR TWO (May 01, 2013 thru April 30, 2014)

Sub item

ITEM 3 – OPTION YEAR THREE (May 01, 2014 thru April 30, 2015)

Sub item

ITEM 3 – OPTION YEAR FOUR (May 01, 2015 thru April 30, 2016)

Sub item

GRAND TOTAL

(End of section)

Section C: Description/ Specifications

C-1 GENERAL SPECIFICATIONS

A. Scope of Contract This contract is to provide janitorial services in accordance with the specifications and best commercial practices in a manner that will maintain a satisfactory facility condition and present a clean, neat and professional appearance. Contractor shall furnish labor, transportation and supervision, plus supplies and equipment necessary to perform required janitorial services at designated Forest Service building in accordance with provisions herein.

B. Location Directions and Description

(a) Directions: The Uinta-Wasatch-Cache, Pleasant Grove Ranger District complex is located at 390 North 100 East in the City of Pleasant Grove, Utah County, in the state of Utah. The zip code is 84062.

(b) Location: The janitorial work to be performed is at the Uinta-Wasatch-Cache National Forest, Pleasant Grove Ranger District Complex. Location, description, number of buildings, and size are as follows;

(c) Description;

1. Pleasant Grove Ranger District Office Building: Floor area consists of approximately 2305 square feet with approximately 1851 square feet carpeted and approximately 454 square feet resilient floor. The building is divided into five (5) work areas, one (1) hallway, two (2) restrooms, one (1) reception area, one (1) copy room, and one (1) break room. All areas are carpeted except for the restrooms, break room, and area in front of reception desk. The building is located at: 390 North 100 East, Pleasant Grove, UT 84062.

2. Modular Trailer: The floor area consists of approximately 480 square feet, which is all carpeted. The trailer includes a conference area and office area. There are no restrooms in the trailer. Located at: 390 North 100 East, Pleasant Grove, UT 84062.

3. Warehouse Restroom & Office/Meeting Room Area: The floor area consists of approximately 400 square feet of resilient floor and consists of (1) restroom, and (1) office/meeting room. Located at: 390 North 100 East, Pleasant Grove, UT 84062.

C. Work Schedule Work under this contract shall be accomplished outside of regular office working hours. Regular office working hours are from 7:00 AM to 5:00 PM Monday through Friday. The Contractor will not be required to perform work on a National Holiday, or the day the Holiday is observed. In the event that a work schedule falls on a National Holiday (or the day the Holiday is observed) the services normally scheduled for that day shall be performed either the day before or the day after the holiday. A list of all National Holidays will be provided to the Contractor at the pre-work meeting.

D. Government-Furnished Property The following supplies will be furnished by the Government and provided to the Contractor as needed:

1. Keys and entrance code to access buildings. Keys and entrance code furnished to the Contractor shall be returned upon termination of the contract. Keys shall not be duplicated.

2. Dumpster for refuse.

E. Contractor-Furnished Property and Services Provide labor, supervision, transportation, equipment, supplies, and incidentals necessary to perform the described work. The Contractor will be permitted to store small quantities of Contractor-furnished supplies and equipment in the Government building. Supplies furnished by the Contractor shall be maintained in a neat, orderly manner by the Contractor when stored at a Government Facility within the designated area. Contractor shall provide Material Data Sheets for chemicals in cleaning compounds. Material Safety Data Sheets (MSDSs) shall be posted in the storage area. Contractor shall meet all OSHA requirements for storing cleaning compounds/chemicals if stored on Government premises.

F. Work Standards The contractor shall exercise care in work methods to prevent damage to any office equipment, windows, materials on desks, etc.

All work under this contract shall be performed in skillful and workmanlike manner. The Contracting Officer may, in writing require the contractor to remove from work any employee the Contracting Officer deems incompetent, careless, or otherwise objectionable for theft, possession and/or removal of materials, supplies, equipment, or any government-owned property, or for unsatisfactory performance.

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity, and shall be responsible for taking such disciplinary action with respect to their employees as may be necessary. The Contractor shall prohibit their employees from disturbing papers on desks, opening desk drawers or cabinets, or using telephones or office equipment provided for official Government use.

2.0 SCHEDULE

Cleaning Schedule Pleasant Grove RD Office Building

3.0 TECHNICAL SPECIFICATIONS

A. Services – Monday, Wednesday & Friday, three times per week:

1. Restrooms

a. Floors shall be swept or dust mopped.

b. Water closets and urinals shall be washed and sanitized. No rust encrustations shall remain. Traps shall be maintained free from odor at all times.

c. Washbasins shall be cleaned.

d. Mirrors, shelving, dispensers and chromium fixtures shall be damp-wiped and polished.

e. All other surfaces shall be spot-cleaned and horizontal surfaces dusted.

f. Paper towel waste receptacles shall be emptied and towel, soap, seat cover and toilet dispensers serviced prior to occupants’ (employees) official starting time. Sanitary napkin receptacles shall be emptied, cleaned, disinfected and provided with a new paper bag liner.

g. Washbasins and countertops shall be cleaned and mirrors damp-wiped and dried as necessary to keep them in a clean condition. Paper towels shall be supplied where towel boxes are provided.

h. Clean and sanitize restroom toilets, sinks, fixtures, and mirrors. Clean and wipe drinking fountains. Report any plumbing failures to the COR.

2. Office Area Cleaning (including lobbies and corridors) Office areas, lobbies, conference rooms and corridor space adjacent to these areas shall receive the following daily cleaning:

a. Wastebaskets shall be emptied and wastepaper and trash removed to main disposal area (dumpster). Wastebaskets shall be lined with a plastic liner. No wastebaskets or similar items shall be stocked on desks, tables, or window sills. Upon completion of work, all furniture fixtures shall be returned to original position.

b. The carpeted floor area shall be spot-cleaned with a carpet sweeper to remove all obvious surface dirt from traffic areas and from under furniture. Exposed floor areas in partially-carpeted offices shall be swept on the same schedule. Sweep all entrances, including stairs.

c. The rug area shall be spot-vacuumed to remove all obvious surface dirt from traffic areas and from under furniture.

d. Replace burned-out light bulbs as needed.

e. Dust reception and front office area including filing cabinets, counters, and desks. Clean door and window glass inside and outside. Dust blinds, picture frames, front counter, and brochure display case.

f. Spot clean walls, woodwork, window and glass as necessary to maintain clean conditions.

B. Weekly Cleaning Services – performed one time per week:

1. Restrooms

a. Resilient floors shall be swept and damp-mopped with a disinfectant, high shine cleaner. Clean floors shall be streak-free.

b. Restroom surface area of wall/stall partitions, doors, window frames and sills shall be damp wiped.

2. Office Area Cleaning (including lobbies and corridors)

a. The full rug area shall be vacuumed completely once weekly to remove all dirt, dust and litter and spot-cleaned to remove obvious stains. Mop all linoleum floors. Mop warehouse office/meeting room floor. No dirt shall be left in corners, under furniture, behind doors, or on stair landings and steps. There shall be no dirt, trash, or foreign matter under desks, tables, or chairs.

b. Spot clean walls and clear cobwebs. Clean wastebaskets as needed.

c. Clean exterior office doors in and out, including glass, doorknobs, and frames (front office/reception area door shall be cleaned daily-see 2.g).

C. Quarterly Cleaning Services – FOUR times per year: December, March, June, and September:

a. Maintain interior light fixtures to remove any insects and cobweb buildup.

b. Dust venetian blinds and air vent registers throughout the building.

c. All entrances, reception areas, conference rooms and corridors shall be dusted, including windowsills, hand railings, fire extinguishers, ledges, and doors.

D. Services to be Performed Every Six Months – April and October:

a. Wash windows inside only, and wipe water spots from sills and frames. Lay drop cloths as required to protect adjacent surfaces, fixtures, and furniture. The one exception is the front door, which shall be cleaned on both sides.

b. Resilient floors shall be stripped, waxed and buffed. Use non-slip, high-shine floor wax.

c. Machine-clean carpet in heavily-used areas.

E. Measurement and Payment Payment shall be made on a monthly basis at the unit bid price per month in accordance with all work accomplished during each just-completed service period (month). If janitorial services begin or end mid-month, payment for that period shall be prorated based on a 30-day month.

F. Inspection and Acceptance Services performed under this contract shall be subject to inspection and acceptance by the Government. The Contracting Officer will furnish the Contractor with written notice of any item not meeting contract requirements. If deficiency is not corrected immediately, Contractor may be considered in default of the contract. Regardless of inspections by the Government, the Contractor is responsible for self-inspection and maintaining work to the standards required in the specifications.

G. Period of Performance The contract shall become effective approximately May 1, 2011 and shall continue in effect until approximately February 29, 2012, unless terminated in accordance with other provisions contained herein. If option year awards are exercised, the contract time shall run from approximately May 1 through approximately February 29 of the following calendar year for each option renewal period. The Contractor shall be required to commence work under this contract within three calendar days after receipt of the Notice to Proceed by the Contractor.

H. Permits and Responsibilities The Contractor shall be responsible for all damages to persons or property that occurs as a result of the Contractor’s fault or negligence. The Contractor shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others during the performance of the work. After each period of cleaning or other service, the Contractor shall inspect the area for fire hazards, and turn off electric fans and all unnecessary lights. Outside doors and windows shall be closed and locked. The Contracting Officer’s Representative (COR) will designate any lights which are to remain on for security.

I. Use of Premises The Contractor shall comply with the regulations governing the operation of premises, which are occupied and shall perform the contract in such a manner as not to interrupt or interfere with the conduct of Government business. Only the Contractor or the Contractor’s designated representative will be permitted on the premises during the performance of the services for this contract. No children will be allowed to accompany custodians while in the performance of their work.

J. Pre-Quotation Site Visit Opportunity One opportunity to visit the work site will be made available. The date and time will be Wednesday, April 13, 2011, at 3:00PM. This opportunity will be informal and will be the only opportunity to visit the facility prior to submittal of offers. Please call Joe Roberts, of the Pleasant Grove office @ 801-342-5251 if you are planning to attend. Potential offerors are encouraged to tour the project site and personally evaluate work requirements and conditions. Often, the working conditions that would be encountered and requirements of the project are best determined by personal inspection of the work area.

4.0 SERVICE DELIVERY SUMMARY

The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Basic Restrooms Cleaning Services Restrooms are disinfected and free of dirt, deposits, streaks and odors. Toilets and urinals are disinfected and free of scale, stains, scum and other deposits. Floors are free of litter, dirt, dust and debris. Supplies are adequate until next service. All paper dispensers are filled.

Tech. Spec. 3.0, A-1

Not to exceed 2 customer complaints per month.

Basic Office Area Cleaning Services Floors, baseboards, corners and wall edges are free of dirt, dust and debris. Trash is empty. Trash containers are free of odors and visible dirt. Trash is emptied into outdoor trash collection container. Entrance doors, glass and mirrors have no traces of film, dirt, smudges, or water. Carpets are free of dirt, debris, litter and other foreign matter and spot cleaned as necessary. Carpets are free of stains and discoloration. Dust and cobwebs are not visible. Recycle boxes are emptied. Dishes are done in lunch room.

Tech. Spec. 3.0, A-2 Not to exceed 2 customer complaints per month.

Periodic Cleaning Services Entrance door, walls, woodwork and glass surfaces are free of all hand and finger marks. Ceilings and air vents are free of dust and cobwebs. All visible surfaces are free of dust. Old wax is removed from linoleum floors in bathrooms. Windows, sills and frames are free of film, dirt, smudges, water, and other foreign matter. Drinking fountains are free of deposits and polished to shine. Upstairs area is clean and dust free. All carpeting including throw rugs and foyers are free of dirt and spots.

Tech. Spec. 3.0 B-1 and 2;

C, and D.

Not to exceed 2 customer complaints per month.

5.0 QUALITY CONTROL

The Contractor shall develop and maintain a quality control program to ensure custodial services are performed in accordance with commonly accepted commercial practices. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. As a minimum, the Contractor shall develop quality control procedures addressing the areas identified in 4.0 the, Service Delivery Summary, section of document) and a copy of these quality control procedures shall be furnished to the Contracting Officer within 5 days of starting work.

A. QUALITY ASSURANCE. The Government will periodically evaluate the Contractor’s performance in accordance with the Quality Assurance Surveillance Plan.

B. GOVERNMENT REMEDIES. The Contracting Officer shall follow FAR 52.212.4, Contract Terms and Conditions-Commercial Items (FEB 2007), for Contractor’s failure to perform satisfactory services or failure to correct non-conforming services.

QUALITY ASSURANCE SURVEILLANCE PLAN FOR

CUSTODIAL SERVICES

INTRODUCTION

This Quality Assurance Surveillance Plan (QASP) has been developed to evaluate Contractor actions while implementing this Statement of Work (SOW). It is designed to provide an effective surveillance method of monitoring contractor performance for each listed objective on the Performance Objectives in the maintenance contract. The QASP provides a systematic method to evaluate the services the contractor is required to furnish. This QASP is based on the premise the Government desires to maintain a quality standard in operating, maintaining, and repairing facilities and that a service contract to provide the service is the best means of achieving that objective.

The Contractor, and not the Government, is responsible for management and quality control actions to meet the terms of the contract. The role of the Government with respect to quality assurance is to ensure contract standards are achieved for the purpose of authorizing payments. In this contract, the quality control program is the driver for product quality. The Contractor is required to develop a comprehensive program of inspections and monitoring actions. The first major step to ensuring a “self-correcting” contract is to ensure that the quality control program approved at the beginning of the contract provides the measures needed to lead the Contractor to success. Once the quality control program is approved, careful application of the process and standards presented in the Service Delivery Summary will ensure a robust quality assurance program.

SURVEILLANCE:

The Contracting Officer’s Representative (COR) will receive complaints from Forest Service personnel and pass them to the Contractor's Quality Control Inspector (QCI) for correction. Communication Log Book (CLB) will be used.

STANDARD:

The facility may never have more than two customer complaints. The COR shall notify the Contracting Officer for appropriate action in accordance with FAR 52.212.4, contract Terms and Conditions-Commercial Items (FEB 2007) or the appropriate Inspection of Services clause, if any of the above service areas exceed seven customer complaints.

PROCEDURES:

Any employee that observes unacceptable services, either incomplete or not performed, for any of the above performance objectives should place an entry in the Communication Log Book. The COR will consider the customer complaint valid upon receipt from the customer. The COR should inform the customer of the approximate time the unacceptable performance will be corrected and advise the customer to contact the COR if not corrected. The COR will consider customer complaints as resolved unless notified otherwise by the customer. The COR shall keep the Communication Log Book in a location where the Contractor’s Quality Control Inspector shall view the Log for customer complaints on a daily basis. The Contractor’s Quality Control Inspector will be given one scheduled day after date noted in CBL to correct the unacceptable performance. Contractor’s Quality Control Inspector shall note remedy in Communication Log Book next to complaint. If the Contractor’s Quality Control Inspector disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor’s Quality Control Inspector will notify the COR. The COR will conduct an investigation to determine the validity of the complaint. If the COR determines the complaint as invalid, he will document the written complaint of the findings and notify the customer. The COR will retain the annotated copy of the written complaint for his/her files. If after investigation the COR determines the complaint as valid, the COR will inform the Contractor’s Quality Control Inspector and the Contractor’s Quality Control Inspector will be given an additional day to correct the defect. A defect will not be recorded if proper and timely correction of the unacceptable condition(s) is accomplished. The Contractor’s Quality Control Inspector shall log remedy to the customer complaint with actions taken in the Communication Log Book. These will be kept on file for monitoring future recurring performance. Recurring customer complaints are not permitted for any of the above service items. If a repeat customer complaint is received indicating the same deficiency the COR should contact the Contracting Officer for appropriate action.

SURVEILLANCE:

The COR will evaluate the services required by each task to ensure compliance.

STANDARD:

The Contractor shall perform all work required by the task in a satisfactory manner in accordance with the appropriate SOW paragraph. The COR shall not consider the task complete until all deficiencies have been corrected.

PROCEDURES:

The COR will inspect all work tasks required to ensure Contractor compliance with the appropriate paragraphs of the Statement of Work (SOW) each time the service(s) is performed and record results of inspection, noting the date and time of inspection. If an inspection indicates unacceptable performance, the COR will notify the contract manager or QCI of the deficiencies. The Contractor shall be given 24 hours, after notification to correct the unacceptable performance.

SECTION D--PACKAGING AND MARKING

{For this Solicitation, there are NO clauses in this Section}

SECTION E--INSPECTION AND ACCEPTANCE

E.1 Clauses Incorporated by Reference (FAR 52.252-2)(FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://farsite.hill.af.mil/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.246-1 Contractor Inspection Requirements (APR 1984) 52.246-4 Inspection of Services--Fixed-Price (AUG 1996)

E.2 Inspections and Acceptance

a. The COR or Inspector(s) will make periodic inspections while work is in progress to assure that work is proceeding satisfactorily. It is recommended that the Contractor accompany the Inspector during these checks.

b. As the basis of payment, the COR will inspect for compliance with specifications. As the basis of payment, the COR will inspect for compliance. Each work item or sub-item, as described in the Schedule of Items, will be inspected as a separate item or sub-item and will not be averaged with any other item or sub-item for acceptance or payment.

(End of section)

SECTION F -- DELIVERIES OR PERFORMANCE

F.1 Clauses Incorporated by Reference (FAR 52.252-2)(FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://farsite.hill.af.mil/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

F.2 Period of Performance (AGAR 452.211-74)(FEB 1988)

The periods of performance and required timelines for required janitorial work during the contract base year and the option year are detailed in Section C, Technical Specifications, part C3.0, Item G – Period of Performance.

SECTION G -- CONTRACT ADMINISTRATION DATA

G.1 Pre-work Conference Prior to beginning work, a pre-work meeting with the Contractor, the Contracting Officer (CO), and the Contracting Officer’s Representative (COR) will be held. This meeting will be used to discuss contract terms and work performance requirements. The meeting will be held at a mutually-agreed location.

G.2 Designation of Contracting Officer's Representative The Contracting Officer, upon contract award, will designate in writing a Contracting Officer's Representative (COR). The COR will provide on-the-ground administration of the contract. In no event, however, will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract be effective or binding upon the Government unless formalized by proper contractual documents executed by the Contracting Officer prior to completion of the contract.

The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or Government which will change the required delivery or completion times stated in the contract. The contract will then be modified accordingly. (This direction does not apply to individual task assignments which were issued by the COR, provided they do not affect the delivery schedule or performance period stated in the contract).

On all matters that pertain to the contract terms, the Contractor must communicate with the Contracting Officer. Whenever, in the opinion of the Contractor, the COR requests effort outside the scope of the contract, the Contractor shall so advise the COR. If the COR persists and there still exists disagreement as to proper contractual coverage, the Contracting Officer should be notified immediately, preferably in writing if time permits. Proceeding with work without proper contractual coverage could result in nonpayment, or necessitate submittal of a contract claim.

(End of section)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

{For this Solicitation, there are NO clauses in this Section}

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

I.I CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS

FAR Clause 52.212-4 (JUNE 2010)

(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 re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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 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 Government wide 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 OMB 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 sub line 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 as 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. 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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(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; and 49 U.S.C 40118, Fly American; 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; and (9) the specification.

(t) Central Contractor Registration (CCR).

(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 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.

Alternate I (OCTOBER 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.

(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.

(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 contractor 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…