DFAFT RFP SP4705-25-R-2026_BCS_UCS_.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

DRAFT

Defense Logistics Agency (DLA)

Indefinite Delivery Indefinite Quantity (IDIQ)

Solicitation SP4705-25-R-2026

BCS/UCS DLA Lifecycle Management Services Contract

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 3 of 99

The solicitation/Contract is organized into sections as follows:

Section A: Standard Form (SF) 1449

Section B: Continuation of SF 1449

Section C: Contract Clauses

Section D: Attachments

1. PWS

2. Pricing Sheet

3. Cross Reference

4. Key Personnel Resume Template

5. Contractor NDA

Section E: Solicitation Provisions

E.1 Instructions to Offerors (Section L)

E.2 Evaluation Factors for Award (Section M)

E.3 Offeror Representations and Certifications

E.4 Provisions

SECTION B: CONTINUATION OF SF1449

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 4 of 99

B.1 Introduction

The Contractor shall assure of complete understanding of the requirements set forth in the solicitation and all attached documents. The offeror must submit proposals in accordance with the Section E.1

Instructions to Offerors and E.2 Evaluation Factors for Award.

B.2 Reminder to Contractor

1. Offeror to fill-in Block 17 of SF1449.

2. Offeror to fill-in and sign Block 30.

3. Return signed amendment(s) as applicable.

4. Read the Submission Instructions very carefully and submit complete proposals accordingly.

5. Complete Attachments 2 (Pricing Sheet), 4 – Cross Reference, 5 – Contractor Experience

Questionnaire, 6 – Key Personnel Resume Template, and 7- Contractor NDA.

6. Make sure to submit all applicable documents by closing date/time.

B.3 Point of Contact

Any questions or inquiries in reference to this solicitation must be submitted in writing to the point of contact listed below. Request questions be submitted within ten (10) calendar days of Solicitation issuance.

• Contract Specialist / Contracting Officer: Odemaris Dekle

• Email: Odemaris.Dekle@dla.mil

• Contracting Officer: Beverly J. Williams

• Email: beverly.j.williams@dla.mil

B.4 Scope of Work

Scope of Work for IDIQ:

This requirement is to provide acquisition support for the BCS/UCS DLA Lifecycle Management

Services Contract to provide regular and Routine/Preventive Maintenance (PM) contract to provide and implement a comprehensive program for the operation, maintenance, repairs, service, testing, inspection and certification of Building Control System (BCS) and Utility Control Systems (UCS) at the following locations:

• Defense Supply Center Columbus, OH (DSCC)

• Defense Supply Center Richmond, VA (DSCR)

• DLA Distribution Depot, San Joaquin, CA (DDJC)

• DLA Distribution Center Susquehanna, PA (DDSP), New Cumberland, Pennsylvania

• DLA Headquarters Complex, Fort Belvoir, VA (HQC)

The tasks are divided into five areas as follows: (All Task(s) Include Life Cycle Management

Cyber Security) mailto:Odemaris.Dekle@dla.mil mailto:beverly.j.williams@dla.mil

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 5 of 99

• Task 1 – Elevator Systems

• Task 2 – Electrical & Lightning Systems (Building)

• Task 3 – HVAC+BAS+Utility Metering Systems

• Task 4 – Electrical Distribution (Site)

• Task 5 – Water Systems (Potable, Sewer/Waste)

Performance Work Statement for Task Order:

This requirement is for Preventative Maintenance, Corrective Maintenance, Emergency Maintenance, and sustainment for associated equipment/hardware and software for the requirements listed above at all the applicable locations.

The Contractor shall provide installation, maintenance, and sustainment support to including daily operations, testing, inspection, corrective/emergency and preventative maintenance, and sustainment to include but not limited to support for upgrades, patches, migrations, enhancements, cybersecurity assessments and artifacts. The Contractor shall assist with supporting information, protection needs and system security requirements for Commercial Off-the-Shelf (COTS) BCS/UCS solutions. Refer to

Attachment 2 – Task Order PWS for further details of the requirement

B.5 Contract Type

The Government intends to award multiple Indefinite Delivery Indefinite Quantity (IDIQ) contracts for this acquisition and will issue separate Task Orders (TOs) by location/site to provide specific tailored site-level support. Resulting TOs will be firm-fixed price awards and competed amongst the multiple awardees for the different locations.

Maximum Contract Dollar Value: The total amount of all orders (Task Orders) placed against all IDIQ contracts resulting from this solicitation shall not exceed $250 million over a five (5) year contract period.

This is maximum ceiling value and no more than $250 million will be obligated against all of the Task

Orders awarded.

Guaranteed Minimum: The guaranteed minimum order by the Government during the five-year period of

$10,000.00 shall apply for multiple awards. A guaranteed minimum order is a minimum amount the

Awardee can expect to receive in compensation under the IDIQ contract. If the Government places orders totaling at least $10,000.00 during the five-year period, this guaranteed minimum order would be satisfied. If the Government would not place orders totaling at least $10,000.00 during the five-year period, the Awardee would be able to invoice the Government for the difference between the guaranteed minimum order value and the total value of the five-year period. Once the minimum guaranteed amount has been met, the Government is under no obligation to place orders for additional services under this contract.

B.6 Performance Period

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 6 of 99

The resultant IDIQ(s) will include a five-year period. The maximum potential contract ordering period is five (5) years. Task orders will also include a 12-month based period and four 12-month option periods with a maximum of 5 years of period of performance. Period of performance of IDIQ begins at time of award which shall commence December 2025. The period of performance for the Task Order issuance shall commence within 90 days after the award of the IDIQ. Contractors should use this date for the development of their pricing proposals.

B.7 Schedule of Supplies and Services

Below table is for the IDIQ contract CLINs structure only. This is not for pricing proposal submission.

Five Year Period

ITEM

NO.

SERVICES QUANTITY UNIT UNIT

PRICE

AMOUNT

0001 Task 1 - Elevator Support 60 MO

0002 Task 2 - Electrical & Lightning

Systems (Building)

60 MO

0003 Task 3 - HVAC+BAS+Utility

Metering Systems

60 MO

0004 Task 4 - Electrical Distribution (Site) 60 MO

0005 Task 5 - Water Systems (Potable, Sewer/Waste)

60 MO

B.8 Commercial Services

This is a commercial service acquisition in accordance with the regulatory authority of the Federal

Acquisition Regulation (FAR) Part 12.

B.9 Source Selection Procedure

Award of this IDIQ contract will be made on a competitive best value basis, using tradeoff source selection procedures between non-price and price. In addition, a best value determination will be made for each Task Order based on applicable evaluation factors specified in each Task Order solicitation. Refer to

Section E. Evaluation Factors for Award for further details.

B.10 Performance Based Acquisition

All task orders (TOs) issued against the IDIQ contract(s) will be performance-based acquisitions. The contractor’s performance will be monitored by the COR/COTR and rated each month to determine invoice payment amount.

B.11 Invoice Instructions

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 7 of 99

Invoices must be submitted through Wide Area Workflow (WAWF) in accordance with DFARS 252.232-

7003. Refer to https:\\wawf.eb.mil for additional information.

B.12 Award Without Discussion

The Government intends to award without discussions; therefore, each initial offer should contain the

Offeror’s best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if determined necessary. In accordance with FAR 15.306(c)(2), the Contracting

Officer may also limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

B.13 No Award

The Government reserves the right not to make an award if such award is determined contrary to the best interest of the Government.

B.14 Non-disclosure Agreement

All products produced and their associated work papers are to be considered the property of the DLA.

Contractor and contractor personnel shall sign a Non-Disclosure Agreement (NDA) prior to commencing work on this requirement. Refer to Attachment 7 – Contractor NDA.

Performance of this requirement may require the contractor to access data and information proprietary to the Government agency or of such a nature that its dissemination or use, beyond the scope of actions authorized by the Government in performance of this requirement would result in adverse effects to the interest of the Government or others. The contractor will not divulge, or release data or information developed or obtained in performance of this requirement except to authorized Government personnel or upon written approval of the Contracting Officer. The contractor will not use, disclose, or reproduce proprietary data, which bears a restrictive legend, other than as required in the performance of this requirement. The limitations above do not apply to data or information which has been made public by the Government. Further, this provision does not preclude the use of any data independently acquired by the contractor without such limitations or prohibit an agreement, at no cost to the Government, between the contractor and the data owner that provides for greater rights to the contractor.

Contractor personnel visiting any Government facility in conjunction with a task order shall be subject to the Standards of Conduct applicable to Government employees. Site-specific regulations regarding access to classified or sensitive materials, computer facility access, issue of security badges, etc. will be provided as required.

B.15 Site visit and Pre-solicitation conference

Pre-solicitation conference:

Pre-solicitation conference is scheduled for 29 January 2025 at 10:30 A.M EST.

Below is the information:

Start Time: 1030 ET

End Time: 1300 ET

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 8 of 99

Indefinite Delivery Indefinite Quantity (IDIQ)

Solicitation SP4705-25-R-2026

BCS/UCS DLA Lifecycle Management Services Contract

DLA VTC sites dial: 2005, then security PIN: 46549#

Non-DLA VTC sites dial: 6927502005, then security PIN: 46549#

DLA Internal WebRTC participants, DLA Employees using DLA Devices, Link to WebRTC https://webapp.vtc.dla.mil (works in CHROME) and dial: Meeting ID: 6927502005, PIN: 46549.

Direct Link: https://webapp.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c

DLA External WebRTC participants, non-DLA Employees or non-DLA Devices, Link to WebRTC https://webrtc.vtc.dla.mil (works in CHROME) and dial: Meeting ID: 6927502005, PIN: 46549.

Direct Link: https://webrtc.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c

Audio TAC# not provided.

Site visit

Site visit for this requirement is scheduled for 28 January 2025 at 9:00 AM EST. (Additional information will be provided in advance.)

DLA Head Quarter

8725 John J. Kingman Road

Fort Belvoir, VA 22060

“Personnel will report to DLA Head Quarter, 8725 John J. Kingman Road, Fort Belvoir, VA 22060 on

January 29, 2025, at 10:30 AM EST. Any contractor who plans to attend MUST notify to the Contract

Specialist, Odemaris Dekle at Odemaris.Dekle@dla.mil and the Contracting Officer, Beverly J. Williams, at beverly.j.williams@dla.mil, NO LATER THAN (NLT) January 14, 2025. A pre-enrollment in the

DBIDS system is required. Please visit the following link (https://dbids-global-enroll.dmdc.mil/preenrollui/#!/), fill out the form using Odemaris Dekle as a sponsor and send the resulting DBIDS number to the Contract Specialist and Contracting Officer no later than close of business on January 12, 2025.”

B.16 Common Access Card (CAC) Procedures

Common Access Card (CAC) Procedures may apply to this IDIQ as per DLAM 1000.13.

B.17 Service Contract Report (SCR)

Service Contract Reporting (SCR) apply to this IDIQ. See FAR 52.204-14 (Service Reporting

Requirements) and 52.204-15 (Service Reporting Requirements for Indefinite-Delivery Contracts)

The following clauses included in full text, if applicable, apply to the IDIQ and all subsequent task orders.

https://webapp.vtc.dla.mil/ https://webapp.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c https://webapp.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c https://webrtc.vtc.dla.mil/ https://webrtc.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c https://webrtc.vtc.dla.mil/invited.sf?id=6927502005&secret=2d3f60a4-be24-4ee4-81ba-f930fe65d36c

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 9 of 99

SECTION C: CONTRACT CLAUSES

The following clauses included in full text, if applicable, apply to the IDIQ and all subsequent task orders.

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (NOV

2023).

(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 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at

Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. 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, line item number and, if applicable, the order number;

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 10 of 99

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

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

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

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

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

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

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

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

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

Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and

Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) 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 line item or subline item, if applicable; and https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 11 of 99

(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 41 U.S.C. 7109, 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 FAR 32.608-2 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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2 https://www.acquisition.gov/far/part-32#FAR_32_608_2

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 12 of 99 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. chapter 37, Contract Work Hours and Safety

Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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, Compliance with Laws

Unique to Government Contracts, and Unauthorized Obligations 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) [Reserved]

(u) Unauthorized Obligations.

https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 13 of 99

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the

Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

Alternate I (NOV 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) 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.]

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 14 of 99

(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 https://www.acquisition.gov/far/part-52#FAR_52_202_1 https://www.acquisition.gov/far/part-2#FAR_Subpart_2_1

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 15 of 99 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) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

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

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

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

(D) When requested by the Contracting Officer or the authorized representative, the

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

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

(1) If no overtime rates are provided in the Schedule and the Contracting

Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the

Disputes clause of this contract.

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the

Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

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

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

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

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

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

https://www.acquisition.gov/far/part-2#FAR_2_101

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 16 of 99

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert

"None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert

‘None’."]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The

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

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

Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the

Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

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

(4) Access to records. At any time before final payment under this contract, the Contracting

Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

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

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 17 of 99

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

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

(B) The Contractor’s timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

Contractor shall-

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

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

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

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

(D) Contractor point of contact.

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

Officer.

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

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting

Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104 Page 18 of 99

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

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

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

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

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

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

(viii)…