ATTACHMENT I FY22 DAF ACT COVID-19 CSO.pdf

ATTACHMENT I – CSO FA810122SC001

ATTACHMENT I

PROTESTS, DISPUTES, CHANGES, TERMINATIONS,

and OVERPAYMENT INFORMATION

PROTESTS:

Protests may be filed in accordance with FAR Part 33, DFARS Part 233, and AFFARS Part 5333. Protests of small business size or status to the SBA may be filed pursuant to 13 CFR Part 121 and FAR Part 19.

DISPUTES:

(a) Contracts resulting from Area of Interest (AoI) issued under CSO_COVID-19 Response_AFWERX number FA810122SC0001 are subject to 41 U.S.C chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C chapter 71, all disputes arising under or relating to the AoI contract shall be resolved under this section.

(c) “Claim,” as used in this CSO or resulting AoI clauses, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the AoI contract.

However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C chapter 71.

The submission may be converted to a claim under 41 U.S.C Chapter 71, by complying with the submission and certification requirements of this CSO or resulting AoI clauses, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in the AoI contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the

Contracting Officer.

(2)(i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this CSO or resulting AoI clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over

$100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting

Officer, in writing, of the Contractor’s specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the

Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of the AoI contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

CHANGES:

Any changes to agreed upon term and conditions shall be addressed at the AoI award level through negotiations and may be made only by written agreement of the parties.

TERMINATION - GOVERNMENT’S CONVENIENCE:

(a) The Government reserves the right to terminate an AoI contract, or any part thereof, 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.

(b) Subject to the terms of the AoI 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

(c) This section 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

TERMINATION – for CAUSE:

(a) The Government may terminate the AoI contract, or any part thereof, 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.

(b) 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 the AoI contract for default, such termination shall be deemed a termination for convenience.

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—

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

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

ii. Affected contract number and delivery order number, if applicable;

iii. Affected line item or subline item, if applicable; and Contractor point of contact.

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

Other Terms and Conditions like, but not limited to, the following will be addressed in the award of an

AoI:

(a) Limitation of Liability

(b) Invoicing

(c) Interest on Debt

(d) Security

(e) Warranty

(f) Etc.