FA8059-16-R-0001_FINAL.doc

Section B - Supplies or Services and Prices

Phase-In of Requirements

FFP

Ordering Period: Effective date of award through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

FOB: Destination

SIGNAL CODE: A

NET AMT

Months

Transient Alert Services

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of award through one (1) year

NET AMT

Hours

Overtime Support

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 0002 not already covered under CLINs 0004, 0005, and 0006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of award through one (1) year

NET AMT

Other Services

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of award through one (1) year

NET AMT

Special Events

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of award through one (1) year

NET AMT

Emergency Services

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of award through one (1) year

NET AMT

Contract Data Requirement List (CDRL)

The contractor shall provide the data required in CDRL A001 in accordance with the performance work statement. Period of Performance: Effective date of award through one (1) year

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Program Management Review (PMR)

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of award through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

Post-Award Orientation

Participation in Mandatory, one day, Post Award Orientation. Post award conference may be conducted in person or by virtual/electronic means.

INFORMATION FOR RFP ONLY: The value of this post award orientation will be $1,000. The Offeror should not provide pricing for this line item, but shall submit with its proposal a signed statement from an authorized representative, on company letterhead, indicating it will participate in the mandatory post award orientation and that it understands $1,000 will be the total price for participation (no more and no less). This instruction is also found in the Instruction to Offerors (52.212-1) of this request for proposal.

NET AMT

FFP

Ordering Period: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Months

FFP

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

Hours

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 1002 not already covered under CLINs 1004, 1005, and 1006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall provide the data required in CDRL A001 in accordance with the performance work statement. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

FFP

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

FFP

Ordering Period: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Months

FFP

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

Hours

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 2002 not already covered under CLINs 2004, 2005, and 2006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall provide the data required in CDRL A001 in accordance with the performance work statement. Periodof Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

FFP

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

FFP

Ordering Period: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Months

FFP

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

Hours

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 3002 not already covered under CLINs 3004, 3005, and 3006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall provide the data required in CDRL XA001 in accordance with the performance work statement. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

FFP

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

FFP

Ordering Period: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Months

FFP

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield. The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

Hours

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 4002 not already covered under CLINs 4004, 4005, and 4006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through one (1) year

NET AMT

FFP

The contractor shall provide the data required in CDRL A001 in accordance with the performance work statement. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

FFP

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of option period through one (1) year

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

FFP

Ordering Period: Effective date of option period through six (6) months.

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

Months

FFP

The contractor shall be required to provide all personnel, transportation, equipment, and services in accordance with the Performance Work Statement in order to operate and support transient aircraft. Work consists of, but is not limited to, lead-in services for transient aircraft arriving and departing from the airfield.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through six (6) months.

NET AMT

Hours

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement to provide Overtime Support performed over and above transient aircraft services provided under CLIN 5002 not already covered under CLINs 5004, 5005, and 5006.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through six (6) months.

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 11.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through six (6) months.

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 8.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through six (6) months.

NET AMT

FFP

The contractor shall be required to provide all personnel, transportation, and services in accordance with Attachment 1, TA Services IDIQ Performance Work Statement, Paragraph 7.

The price shall not reflect a Markup Rate (MR) in excess of the Not To Exceed (NTE) MR as established by Table 1 in Section B.

Ordering Period: Effective date of option period through six (6) months.

NET AMT

FFP

The contractor shall provide the data required in CDRL XA001 in accordance with the performance work statement. Period of Performance: Effective date of option period through six (6) months.

INFORMATION FOR RFP ONLY: For purposes of completing the solicitation, no price is needed for this CLIN, the Data to be provided shall not be separately priced meaning that the cost of this effort should be rolled into priced CLINs.

NET AMT

FFP

The contractor shall participate in an annual PMR with the Air Force Installation Contracting AgencyTransient Alert Services Team and other stakeholders in accordance with the performance work statement. This meeting may be accomplished virtually, via teleconference or by other electronic means. The purpose of the PMR will be to discuss contractor performance, quality, competitiveness, and/or any other topic the Government or contractor deem necessary to reducing costs, increasing quality, or resolving issues. Period of Performance: Effective date of option period through six (6) months.

INFORMATION FOR RFP ONLY: No price shall be provided for this CLIN. This CLIN is not separately priced, meaning that the cost of this effort should be rolled into priced CLINs. If no task orders are issued during the ordering period, a PMR is not required.

NET AMT

TABLE 1 - MARKUP NTE

On Task Orders, the contractor shall not propose any prices which reflect a Markup Rate in excess of those listed in the table below, for their corresponding Ordering Period and CLIN.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

DELIVERY INFORMATION

30-NOV-2017

JOSHUA D. SAMPLES

1940 ALLBROOK AVE, BLDG 1

WRIGHT-PATTERSON AFB

WRIGHT PATTERSON OH 45433

937-257-6421

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

30-NOV-2017

FA8003

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2018

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2019

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2020

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

30-NOV-2021

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

31-MAY-2022

FA8003

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (MAY 2015)

(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'', as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 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…