draft W912CM 23 Q0001 27 Oct 2022.pdf

PDF 2 MB Posted Oct 28, 2022

Attached to: Laboratory Testing Analyze Service
Solicitation number: W912CM-23-Q-0001
Issued by: Department of the Army Materiel Command Army Contracting Command

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File	Type	Posted
Attachment 1 - Price Book.xlsx	XLSX spreadsheet	Oct 28, 2022
Attachment 2 - Individual Reference Information Sheet.docx	DOCX document	Oct 28, 2022

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SEE ADDENDUM

(No Collect Calls)

W912CM23Q0001 01-Nov-2022

b. TELEPHONE NUMBER

0611-143-546-6749

8. OFFER DUE DATE/LOCAL TIME

12:00 AM 30 Nov 2022

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

W912CM9. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

DEGENHARD WILL

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

0011843074

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

RCO WIESBADEN

KO DIRECTORATE OF CONTRACTING

CMR 410, BOX 741

APO AE 09096

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$16,500,000

NAICS:

541380

OFFER DATED

29. AWARD OF CONTRACT: REF.

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF114

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Recurring Services

FFP

The Contractor shall provide non-personal services for surface and ground water sampling and analysis at USAG Wiesbaden Clay Kaserne and Rheinblick Golf Course in accordance with the (PWS) Performance Work Statement.

PURCHASE REQUEST NUMBER: 0011843074

NET AMT

0001AA 108 Each Monthly Sampling, Analysis & Reporting

FFP

The Contractor shall obtain samples and analyze water for Petroleum Oil Lubricant products and chemical compounds at 9 Locations. The Contractor shall analyze for the following: 1. POL - POL hydrocarbons 2. CHC - Chlorinated hydrocarbons 3. GC-MS - Gas chromatography mass spectrometry NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PSC CD: B510

0001AB 12 Months Monthly Sampling & Analysis-Pond Water

FFP

The Contractor shall optain samples of storm and rain water in the pond in Rheinblick Golf Course for analysis of (As, Cd, Pb, Sb). One sample per month for 12 month period = 12 Each NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

0001AC 108 Each PFAS at 9 Locations

FFP

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

0002 1 Job On-Demand Services

FFP

Sampling: (open Water, tanks) The Contractor shall provide non-personal services for the investigation of oil accidents and contaminated sites, sampling and analysis of water, soil, hazardous material and other building contaminants, assessment (evaluation) and classification of test results. Sampling and analysis shall be conducted on an unscheduled )on-demand) basis in accordance with the (PWS) Performance Work Statement paragraph 5.2.2.

These services shall be priced in the Price Book.

FOB: Destination

0003 1 Job Emergency Services

FFP

Sampling (open water, tanks) The Contractor shall provide non-personal emergency services for the investigation of oil accidents and contaminated sites; sampling and analyses of water, soil, hazardous material and other building contaminants; asessment (evaluation) and classification of test results. Emergency sampling and analysis shall be conducted on an unscheduled (on-demand) basis in accordance with the Performance Work Statement (PWS), paragraph 5.2.3. These services shall be priced in the Price Book.

FOB: Destination

Travel in accordance with

FFP

(PWS) Performance Work Statement paragraph 5.2.7.

0004AA 25 Each Travel to Hessen Area

FFP

0004AB 3 Each Travel to Rheinland-Pfalz Area

FFP

OPTION Recurrng Service

FFP

The Contractor shall provide non-personal services for surface and ground water sampling and analysis at USAG Wiesbaden Clay Kaserne and Rheinblick Golf

1001AA 108 Each OPTION Monthly Sampling, Analysis & Reporting

FFP

1001AB 12 Months OPTION Monthly Sampling & Analysis-Pond Water

FFP

1001AC 108 Each OPTION PFAS at 9 Locations

FFP

1002 1 Job OPTION On-Demand Services

FFP

These services shall be priced in the Price Book.

1003 1 Job OPTION Emergency Services

FFP

OPTION Travel in accordance with

FFP

1004AA 25 Each OPTION Travel to Hessen Area

FFP

1004AB 3 Each OPTION Travel to Rheinland-Pfalz Area

FFP

OPTION Recurrng Service

FFP

The Contractor shall provide non-personal services for surface and ground water

2001AA 108 Each OPTION Monthly Sampling, Analysis & Reporting

FFP

The Contractor shall obtain samples and analyze water for Petroleum Oil Lubricant products and chemical compounds at 9 Locations.The Contractor shall analyze for the following: 1. POL - POL hydrocarbons 2. CHC - Chlorinated hydrocarbons 3. GC-MS - Gas chromatography mass spectrometry NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

2001AB 12 Months OPTION Monthly Sampling & Analysis-Pond Water

FFP

2001AC Each OPTION PFAS at 9 Locations

FFP

2002 1 Job OPTION On-Demand Services

FFP

These services shall be priced in the Price Book.

2003 1 Job OPTION Emergency Services

FFP

OPTION Travel in accordance with

2004AA 25 Each OPTION Travel to Hessen Area

FFP

2004AB 3 Each OPTION Travel to Rheinland-Pfalz Area

FFP

OPTION Recuring Services

FFP

The Contractor shall provide non-personal services for surface and ground water

3001AA 108 Each OPTION Monthly Sampling, Analysis & Reporting

FFP

The Contractor shall obtain samples and analyze water for Petroleum Oil Lubricant products and chemical compounds at 9 Locations.The Contractor shall analyze for the following: 1. POL - POL hydrocarbons 2. CHC - Chlorinated hydrocarbons 3. GC-MS - Gas chromatography mass spectrometry NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

3001AB 12 Months OPTION Monthly Sampling & Analysis-Pond Water

FFP

3001AC 108 Each OPTION PFAS at 9 Locations

FFP

3002 1 Job OPTION On-Demand Services

FFP

These services shall be priced in the Price Book.

3003 1 Job OPTION Emergency Services

FFP

OPTION Travel in accordance with

(PWS) Performance Work Statement paragraph 5.2.7

3004AA 25 Each OPTION Travel to Hessen Area

FFP

3004AB 3 Each OPTION Travel to Rheinland-Pfalz Area

FFP

OPTION Recuring Services

FFP

The Contractor shall provide non-personal services for surface and ground water

4001AA 108 Each OPTION Monthly Sampling, Analysis & Reporting

FFP

The Contractor shall obtain samples and analyze water for Petroleum Oil Lubricant products and chemical compounds at 9 Locations.The Contractor shall analyze for the following: 1. POL - POL hydrocarbons 2. CHC - Chlorinated hydrocarbons 3. GC-MS - Gas chromatography mass spectrometry NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

4001AB 12 Months OPTION Monthly Sampling & Analysis-Pond Water

FFP

4001AC 108 Each OPTION PFAS at 9 Locations

FFP

4002 1 Job OPTION On-Demand Services

FFP

These services shall be priced in the Price Book.

4003 1 Job OPTION Emergency Serices

FFP

OPTION Travel in accordance with

4004AA 25 Each OPTION Travel to Hessen Area

FFP

4004AB 3 Each OPTION Travel to Rheinland-Pfalz Area3

FFP

MINIMUM/MAXIMUM AMOUNTS

NOTE: The guaranteed minimum under this contract is $5,000.00. The guaranteed minimum is applicable to the entire contract period.

The maximum the Government may purchase under this contract is $250,000.00 over the whole contract period.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A N/A 0001AA Destination Government Destination Government 0001AB Destination Government Destination Government 0001AC Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 N/A N/A N/A N/A 0004AA Destination Government Destination Government 0004AB Destination Government Destination Government 1001 N/A N/A N/A N/A 1001AA Destination Government Destination Government 1001AB Destination Government Destination Government 1001AC Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 1004 N/A N/A N/A N/A 1004AA Destination Government Destination Government 1004AB Destination Government Destination Government 2001 N/A N/A N/A N/A 2001AA Destination Government Destination Government 2001AB Destination Government Destination Government 2001AC Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 2004 N/A N/A N/A N/A 2004AA Destination Government Destination Government 2004AB Destination Government Destination Government 3001 N/A N/A N/A N/A 3001AA Destination Government Destination Government 3001AB Destination Government Destination Government 3001AC Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 3004 N/A N/A N/A N/A 3004AA Destination Government Destination Government 3004AB Destination Government Destination Government 4001 N/A N/A N/A N/A 4001AA Destination Government Destination Government 4001AB Destination Government Destination Government 4001AC Destination Government Destination Government 4002 Destination Government Destination Government 4003 Destination Government Destination Government 4004 N/A N/A N/A N/A 4004AA Destination Government Destination Government 4004AB Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0001AA POP 01-FEB-2023 TO

31-JAN-2024

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

W582RS

0001AB POP 01-FEB-2023 TO

31-JAN-2024

N/A (SAME AS PREVIOUS LOCATION)

0001AC POP 01-FEB-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

0002 POP 01-FEB-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 01-FEB-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

0004 N/A N/A N/A N/A

0004AA POP 01-FEB-2023 TO

31-JAN-2024

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

0004AB POP 01-FEB-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

1001 N/A N/A N/A N/A

1001AA POP 01-FEB-2024 TO

31-JAN-2025

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

1001AB POP 01-FEB-2024 TO

31-JAN-2025

N/A (SAME AS PREVIOUS LOCATION)

1001AC POP 01-FEB-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 01-FEB-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 POP 01-FEB-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1004 N/A N/A N/A N/A

1004AA POP 01-FEB-2024 TO

31-JAN-2025

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

1004AB POP 01-FEB-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

2001 N/A N/A N/A N/A

2001AA POP 01-FEB-2025 TO

31-JAN-2026

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

2001AB POP 01-FEB-2025 TO

31-JAN-2026

N/A (SAME AS PREVIOUS LOCATION)

2001AC POP 01-FEB-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

2002 POP 01-FEB-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

2003 POP 01-FEB-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

2004 N/A N/A N/A N/A

2004AA POP 01-FEB-2025 TO

31-JAN-2026

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

2004AB POP 01-FEB-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

3001 N/A N/A N/A N/A

3001AA POP 01-FEB-2026 TO

31-JAN-2027

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

3001AB POP 01-FEB-2026 TO

31-JAN-2027

N/A (SAME AS PREVIOUS LOCATION)

3001AC POP 01-FEB-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

3002 POP 01-FEB-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

3003 POP 01-FEB-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

3004 N/A N/A N/A N/A

3004AA POP 01-FEB-2026 TO

31-JAN-2027

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

3004AB POP 01-FEB-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

4001 N/A N/A N/A N/A

4001AA POP 01-FEB-2027 TO

31-JAN-2028

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

4001AB POP 01-FEB-2027 TO

31-JAN-2028

N/A (SAME AS PREVIOUS LOCATION)

4001AC POP 01-FEB-2027 TO

N/A (SAME AS PREVIOUS LOCATION)

4002 POP 01-FEB-2027 TO

N/A (SAME AS PREVIOUS LOCATION)

4003 POP 01-FEB-2027 TO

N/A (SAME AS PREVIOUS LOCATION)

4004 N/A N/A N/A N/A

4004AA POP 01-FEB-2027 TO

31-JAN-2028

N/A N/A

4004AB POP 01-FEB-2027 TO

N/A W6E9 USAG WIESBADEN

W6E9 USAG WIESBADEN

MAINZ KASTEL STORAGE

BUILDING 4004

55252 MAINZ KASTEL

GERMANY

049-6372-8423728

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021) ALTERNATE I (NOV 2021)

(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. N/A.

(5) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(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.

(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

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: ____ (Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule); and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payments.

(1) 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.

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

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

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: ____ (Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’.)

(2) Indirect Costs (Material Handling, Subcontract Administration, etc. The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:

____ (Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).

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

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

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

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

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

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

(B) The Contractor’s timekeeping procedures;

(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;

(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.

(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) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each…

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