10_FERC-14-R-0061_8-07-14.docx

Combined Synopsis/Solicitation for Geotechnical Engineering Consultant for the Federal Energy Regulatory Commission (FERC); RFP FERC-14-R-0061.

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation (SF1449) will not be issued.

The solicitation number is FERC-14-R-0061. The solicitation is issued as a request for proposal (RFP).

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-76, effective July 25, 2014.

This procurement is total small business set-aside. The NAICS code for this procurement is 541330 (Engineering Services); the small business size standard is $14M.

NOTICE: This procurement is a total small business set-aside. Offers are solicited only from small business concerns. Offers received from concerns that are not small businesses concerns shall be considered nonresponsive and will be rejected consistent with FAR 52.219-6(c)(1).

This procurement is a follow-on to a previous procurement FERC-09-BPA-90006 which expired on July 6, 2014. The incumbent contractor was Dr. Alfred J Hendron, PhD; Savoy; IL.

The list of contract line item numbers and items, quantities, and units of measure (including options) are provided in the attached solicitation document.

The objective of this contract is secure the services of a geotechnical engineering consultant on a labor hour basis to provide geotechnical engineering support to the Office of Energy Projects – Division of Dam Safety and Inspections in performing in-depth reviews of:

· All factors leading to a determination that a dam requires remedial measures, due to geotechnical deficiencies in order to assure safe and reliable operation; and

· Proposed remediation and construction alternatives to ensure that the selected remediation alternative is constructed using best engineering practices.

A more detailed description of requirements, dates and place of performance are provided in the attached solicitation document. The FOB point and acceptance point for deliverables are destination (FERC Headquarters, 888 First Street NE, Washington DC 20426.)

The provisions at 52.212-1 Instructions to Offerors–Commercial Items, applies to this acquisition; an addenda to 52-212-1 is provided in the attached solicitation document.

The provision at 52.212-2 Evaluation–Commercial Items does not apply to this acquisition; the evaluation procedures and evaluation criteria are provided in the attached solicitation document.

Offerors shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications–Commercial Items, with its offer. If the offeror’s annual representations and certifications are current in the U.S. Government System for Award Management (SAM), the offeror may merely state that the offeror’s representations and certifications are available through SAM in lieu of submitting the annual representations and certifications as part of the offeror’s proposal.

The clause 52.212-4 Contract Terms and Conditions–Commercial Items with Alternate I applies to this acquisition; an addenda to 52-212-4 is provided in the attached solicitation document.

The clause 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive Orders–Commercial Items, applies to this acquisition; additional FAR and other clauses applicable to this acquisition are included in the attached solicitation document.

Defense Priorities and Allocation System (DPAS) does not apply to this acquisition.

Questions regarding this solicitation shall be submitted in electronic format to the contracting officer at glenn.emig@ferc.gov not later than 10:00 AM (EST), August 14, 2014.

Proposals shall be submitted in electronic format to the contracting officer at glenn.emig@ferc.gov not later than 10:00 AM (EST), September 9, 2014.

The point of contact for this acquisition is Glenn Emig, (202) 502-8669, glenn.emig@ferc.gov

B.1 Price/Cost Schedule Item Information

Contract Period: Base POP Begin: 10-01-2014 POP End: 09-30-2015

The labor rate for this CLIN is $TBD.

The estimated value of this CLIN is $TBD (500 hours at $XX/hour).

This CLIN is funded as projects are assigned to the contractor.

The current funding ceiling is $0.

Contract Period: Base POP Begin: 10/01/2014 POP End: 09/30/2015

Travel shall be approved in advance by the COR.

The estimated value of this CLIN is $15,000.

The current funding ceiling is $0.

Contract Period: Option 1 POP Begin: 10-01-2015 POP End: 09-30-2016

The labor rate for this CLIN is $TBD.

The estimated value of this CLIN is $TBD (500 hours at $XX/hour).

This CLIN is funded as projects are assigned to the contractor.

The current funding ceiling is $0.

Contract Period: Option 1 POP Begin: 10-01-2015 POP End: 09-30-2016

Travel shall be approved in advance by the COR.

The estimated value of this CLIN is $15,000.

The current funding ceiling is $0.

Contract Period: Option 2 POP Begin: 10-01-2016 POP End: 09-30-2017

The labor rate for this CLIN is $TBD.

The estimated value of this CLIN is $TBD (500 hours at $XX/hour).

This CLIN is funded as projects are assigned to the contractor.

The current funding ceiling is $0.

Contract Period: Option 2 POP Begin: 10/01/2016 POP End: 09/30/2017

Travel shall be approved in advance by the COR.

The estimated value of this CLIN is $15,000.

The current funding ceiling is $0.

Contract Period: Option 3 POP Begin: 10-01-2017 POP End: 09-30-2018

The labor rate for this CLIN is $TBD.

The estimated value of this CLIN is $TBD (500 hours at $XX/hour).

This CLIN is funded as projects are assigned to the contractor.

The current funding ceiling is $0.

Contract Period: Option 3 POP Begin: 10/01/2017 POP End: 09/30/2018

Travel shall be approved in advance by the COR.

The estimated value of this CLIN is $15,000.

The current funding ceiling is $0.

Contract Period: Option 4 POP Begin: 10-01-2018 POP End: 09-30-2019

The labor rate for this CLIN is $TBD.

The estimated value of this CLIN is $TBD (500 hours at $XX/hour).

This CLIN is funded as projects are assigned to the contractor.

The current funding ceiling is $0.

Contract Period: Option 4 POP Begin: 10/01/2018 POP End: 09/30/2019

Travel shall be approved in advance by the COR.

The estimated value of this CLIN is $15,000.

The current funding ceiling is $0.

B.2 STATEMENT OF WORK (6/10/14)

1.0 Objective

The objective of this contract is secure the services of a geotechnical engineering consultant on a labor hour basis to provide geotechnical engineering support to the Office of Energy Projects – Division of Dam Safety and Inspections in performing in-depth reviews of:

· All factors leading to a determination that a dam requires remedial measures, due to geotechnical deficiencies in order to assure safe and reliable operation; and

· Proposed remediation and construction alternatives to ensure that the selected remediation alternative is constructed using best engineering practices.

2.0 Background

2.1 The mission of the Office of Energy Projects (OEP) is to foster economic and environmental benefits for the nation through certification of natural gas pipelines and storage facilities, authorization of LNG facilities, authorization of certain electric transmission facilities located within corridors identified by the Department of Energy, and licensing and oversight of jurisdictional hydroelectric projects, as well as instituting policies and procedures that ensure the safety and reliability of current and future infrastructure.

2.2 The Division of Dam Safety and Inspections (D2SI) is responsible for ensuring the safety of the Commission regulated hydroelectric projects and implementing the Commission's dam safety, public safety, security and license compliance programs. D2SI's safety related programs have a direct bearing on life, property and the environment.

3.0 Scope

The contractor shall provide geotechnical engineering services including, soil mechanics and foundation engineering, services to the FERC on the design, remediation and operation of various hydropower dams and associate appurtenant structures proposed or authorized by the FERC to assure compliance with the Commission’s Dam Safety Engineering Guidelines and state-of-the-practice procedures.

The government anticipates that the government will require approximately 500 consulting hours/year over the base and option year periods; this estimate is based on historical data and the government’s anticipated need for the next 5 years. Although 500 hours/year is the government’s best estimate, it is possible that the government’s need for performance under this contract could be as high as 700 hours/year as a consequence of any dam breaches or other unanticipated activity.

4.0 Description of Requirements

4.1 Elements of the scope of work required include review of foundation design and improvement/treatment methodology, slope stability, seepage evaluation, stability evaluations of earth and rockfill dams, and review and assessment of proposed remediation alternatives to assure that the selected remediation alternative is appropriate for the particular site and is constructed using best engineering practices.

4.2 For projects with geotechnical/foundation instability the contractor shall review all investigations and analyses associated with assessing slope stability, seepage, settlement, deformation, adequacy of the foundation, bearing capacity, and internal erosion.

4.3 Projects that require remediation shall be reviewed to determine if the proposed remediation measures will ensure the safe operation of the water retaining features of the project under the design loading conditions. This includes assessing all aspects of the design, including the critical areas of excavation stability, dewatering, and construction techniques. During construction, the contractor’s procedures and progress shall be evaluated to assist D2SI staff in ensuring a properly engineered dam is constructed.

4.4 Typical work efforts associated with this effort include but are not limited to:

· Review stability and performance analyses of dams, including settlement, seepage, and field and laboratory investigations. Prepare written reports of findings.

· Provide expert advice to FERC staff on the most complex geotechnical issues related to water retaining and water conveyance structures leading to a determination of the best engineering alternative for remediation.

· Review proposed remediation measures for stabilizing dams to determine if the design intent is satisfied.

· Meet with FERC staff and representatives of the Licensee to discuss geotechnical evaluations. The contractor shall prepare coordinated reviews with staff and prepare written reports of his findings.

· Attend Board of Consultants Meetings and conduct on-site inspections during the investigation and/or construction phases of the project. Prepare written reports of meetings and site visits with conclusions and recommendations to FERC staff.

· Review and comment on correspondence or other communications to Licensees prepared by FERC staff.

· Review geotechnical reports prepared by Licensees, consultants and submit report on review with conclusions and recommendations.

5.0 Place of Performance

The primary place of performance is the contractor’s facility with travel within the U.S.

6.0 Implementation Plan, Cost Estimate and Authorization to Proceed

6.1 The Contracting Officer’s Representative (COR) shall provide a list of projects requiring geotechnical engineering services as the projects become available.

6.2 The contractor shall prepare an Implementation Plan (IP) and cost estimate for each project assigned to the contractor.

6.3 The IP shall include at a minimum:

· a description of the methods for use in planning, managing, controlling and reporting on task elements;

· a description of the technical approach to be followed for each task;

· a description of how tasks shall be scheduled; and

· the deliverables.

6.4 The IP shall include a delivery schedule consistent with the time frames noted below or elsewhere in this SOW and shall identify when the following actions shall take place or deliverables shall be provided:

Note: The above tasks are the typical tasks for projects assigned to the contractor. Some tasks may not apply to individual projects.

Note: The final evaluation report shall include the geotechnical engineering consultant’s technical review, recommendations, and conclusions for the project.

6.5 The cost estimate shall identify the estimated cost for the project. The cost estimate shall include:

· the number of consulting hours;

· the fully-burdened labor rates; and

· travel costs (if appropriate).

6.6 Upon review and approval of the IP and cost estimate the COR will authorize the contractor to proceed with work related to the specific project. The contractor shall not proceed with work or otherwise incur cost related to a specific project (other than preparation and submission of the IP and cost estimate) until the contractor is authorized in writing by the COR proceed with work.

7.0 Non-Disclosure Agreement

The Contractor and all personnel assigned to the contract agree not to divulge non-public or confidential information obtained from FERC in performance of their duties under the contract. All documentation, electronic data and information collected or generated by the Contractor in support of this contract shall be considered Government property, and shall be returned to the Government at the end of the performance period. The Contractor will be required to sign a Non-Disclosure/Confidentiality Agreement prior to commencement of work to protect non-public or confidential information.

8.0 Organizational Conflict of Interest

Immediately upon assignment of a new project and prior to incurrence of any related costs, the contractor shall prepare and submit three copies of a No Conflict of Interest Statement as required by 40 CFR § 1506.5(c) to the Contracting Office and the COR. In the alternative, if the contractor decides that the appearance of a conflict of interest exists, the contractor shall submit a full disclosure statement, describing the circumstances or conditions that create the conflict and any mitigating measures the contractor intends to implement to resolve the conflict or the appearance of a conflict. If no mitigation will suffice, the contractor will not be assigned to that particular project.

9.0 Applicable Documents

The project engineering reports, dam safety inspections reports and correspondence are filed with FERC under a CEII classification in FERC’s eLibrary System. Upon submission and approval of the Critical Energy Infrastructure Information Non-disclosure Agreement (CEII NDA) certifications FERC shall provide the contractor access to the necessary engineering reports and correspondence. The COR may provide additional materials upon request and/or may direct the contractor to obtain materials directly from the subject Licensee.

10.0 Technical Requirements

10.1 The contractor shall furnish all labor, materials, equipment (including cameras), facilities, software, transportation, and incidentals necessary to perform in accordance with this SOW, and associated terms and conditions. The contractor shall communicate with the FERC COR, FERC Project Manager, and company representatives as necessary to ensure all project related tasks are performed in a timely manner.

10.2 The contractor shall have the capability to respond to “emergency situations”, involving either construction related problems, evaluating the performance of a water retaining feature of a project, or assisting staff in addressing environmental related complaints, within two weeks of receiving notice from the COR. The duties include: investigation of the root cause of a dam potential failure or poor performance, and proposing remediation measures.

10.3 A one day kick-off meeting will be held with the contractor at the FERC Headquarters Office in Washington, D.C. or via teleconference. Arrangements for this meeting shall be coordinated with the COR within 30 days of award. The contractor shall prepare notes of this meeting, highlighting all agreements made with FERC staff on any technical decisions made during the meeting, directions as to how the reviews shall be handled, etc.

10.4 A deliverable is defined as any document/report that is required to be generated during the period of performance of the contract as outlined in the SOW. The contractor shall submit deliverables through the COR for review and approval. The COR will respond to the deliverables submitted with a formal approval or non-approval. Deliverables shall be submitted via email using software compatible with FERC’s systems along with a hard copy. In the event that document exceeds the email capacity of either party, the contractor shall setup a secure file transfer site for transfer of large documents. All deliverables are the property of the FERC and the information contained in the reports is considered proprietary.

10.5 The contractor shall be expected to participate in technical conferences with the Licensees or operators and their consultants with respect to seismic design and geotechnical issues. Based upon the studies, conferences, and inspections, the contractor shall submit reports to the FERC staff setting forth the technical evaluation, recommendations, and conclusions for the various work efforts listed above.

10.6 The contractor shall promptly notify the FERC Project Manager and COR of any noncompliance resulting in significant impact and if a scheduling change is necessary to complete the assigned task. In no case shall this notification exceed 24 hours.

11.0 Travel

11.1 All travel shall be approved in writing by the COR.

11.2 The contractor shall make arrangements for travel to and from the site and shall secure its own rental car for performing site visits. Travel expenses will be reimbursed according to federal travel regulations and FERC policy. Special transportation methods (e.g. helicopter, small plane, or boat) are seldom required on this task; however, in the event the COR determines that use of such special transportation methods will be advantageous to the Government, the Contractor shall coordinate the arrangements. In such cases, FERC is obligated to either reimburse companies or its employees’ and contractor’s pro-rata share of transportation costs or to hire and pay the transportation service directly. In general, it is preferred that the company provide the aircraft/boat, etc. and bill FERC for our share of the expense. The contractor shall coordinate payment arrangements with the COR for submission to FERC’s Division of Financial Services.

Note: The contractor shall not generally accept rides in company vehicles without sufficient justification. However, it is understood that safety concerns and ground conditions at an inspection site may dictate the need to use four-wheel drive or an all-terrain vehicle, and the contractor is permitted to ride in a company representative’s vehicle to complete the inspection without reimbursement to the company.

12.0 Quality Assurance/Control

12.1 All final documents shall be reviewed and edited by the contractor to ensure that the document is both technically and grammatically correct. Final documents shall be organized in a logical manner.

12.2 The contractor shall only tender for acceptance those deliverables that conform to the requirements of this contract. The Government reserves the right to inspect all deliverables that have been tendered for acceptance. The Government may require correction of non-conforming deliverables at no increase in price. If correction is not possible, the Government may seek an equitable price adjustment or adequate consideration for acceptance of the non-conforming deliverables.

13.0 Communication Protocol

The contractor as needed, shall make arrangements to meet with the COR (in person, by teleconference, etc.) to obtain additional direction and clarification on the task assignment and/or individual inspections. Regular interaction between the contractor and the COR is expected to occur to ensure that both parties are informed of ongoing developments.

14.0 Personnel Qualifications

Geotechnical Engineering Consultant. The geotechnical engineering consultant shall be a United States citizen and possess the following qualifications:

· Doctoral degree in Geological, Geotechnical, or Civil Engineering

· At least 20 years of academic and practical experience in in slope stability analysis, stresses and movements of earth masses, soil-structure interaction, and seepage analysis applications. Applications include:

· Embankment dams

· Appurtenant structures associated with dams, such as outlet works, spillways, etc.

· Significant structures used in the conveyance of water such as tunnels, canals, siphons, and similar structures.

· National or international awards recognizing expertise in at least three of the following fields: slope stability analysis, soil-structure interaction, strength and deformation properties of soils, seepage analysis, geotechnical seismic analyses, and risk analyses.

· At least 20 years’ experience related to soil stability, soil-structure interaction, seepage analysis, geotechnical seismic analyses, and mitigation projects, particularly as they relate to embankment dams. Experience must demonstrate competence and skill in identifying methods and strategies to solve difficult analyses and site conditions involving water retaining structures.

· Served on at least 10 technical review boards (any combination of US and/or other countries) that involved slope stability, seepage, soil-structure interaction, geotechnical seismic analyses, and/or risk analyses for construction or modification of high-significant hazard dams involving difficult and challenging site conditions.

· Expert knowledge of large, earthen, and concrete dams, including construction of, as evidenced by working on at least 10 projects.

· Expert field (hands-on) experience of large geotechnical projects as evidenced by working on at least 10 projects involving dams of at least 100 feet in height or having a construction cost of at least 75 million dollars.

· Expert experience in geologic investigations of dam sites for the design and implementation of mitigation for slope stability, soil-structure interaction, seepage, and geotechnical seismic problems as evidenced by working on at least 10 projects covering each of the above topics.

· In-depth knowledge of analysis methods and programs used for a slope stability and embankment deformation including limit equilibrium and finite element analyses for both static and seismic loadings as evidenced by working on at least 10 projects covering each of the above topics.

· In-depth knowledge of analysis methods and programs used for soil-structure interaction problems including linear and non-linear finite element analysis as evidenced by working on at least 10 projects covering each of the above topics.

· In-depth knowledge of analysis methods and programs used for a seepage problem as evidenced by working on at least 10 projects.

· Expert knowledge of features associated with dams that may impact soil-structure analyses, including, but not limited to tunnels, shafts, adits, gate chambers as evidenced by working on at least 10 projects covering each of the above topics.

· Expert knowledge in designing mitigation measures for slope stability, soil-structure interaction, and seepage problems, as well as critically reviewing such designs provided by other parties as evidenced by working on at least 10 projects covering each of the above topics.

· Knowledge of FERC’s Engineering Guidelines for Dam Safety.

15.0 Critical Technical Personnel

Whereas the knowledge, skills, abilities and experience of the geotechnical engineering consultant is critical to the quality of the services and deliverables provided under this contract, the geotechnical engineering consultant is designated as critical technical personnel throughout the performance of this contract. As proposed by the contractor and accepted by the government, the geotechnical engineering consultant approved for this contract is _(insert consultant’s name here)_. All technical work related to this contract shall be performed by _(insert consultant’s name here)_; technical work shall not be subcontracted or otherwise re-delegated to other personnel. Non-technical, administrative work (i.e. invoicing and travel arrangements) may be performed by personnel other than _(insert consultant’s name here)_ .

In the event that _(insert consultant’s name here)_ is no longer available to perform on this contract, the government reserves the right to (a) consider a qualified replacement geotechnical engineering consultant proposed by the contractor or (b) terminate the contract at no cost to either party and re-compete the work. The acceptance of a proposed qualified replacement geotechnical engineering consultant shall be at the sole discretion of the government.

16.0 Project Management and Administration

The great majority of the work required under this contract is technical work which is performed by the geotechnical engineering consultant. This contract requires very little non-technical work such as project management (i.e. scheduling and status reports) and administrative support (i.e. travel arrangements). For purposes of this contract, non-technical work may be performed by the geotechnical engineering consultant or delegated to another individual; however, the project management/administrative work shall not be a direct cost under this contract. All project management/administrative costs shall be included as indirect costs included in the fully burdened labor rate for the geotechnical engineering consultant.

(End of SOW)

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 2014) ALTERNATE I (MAY 2014)

(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. The portion of the hourly labor rate attributed to profit is 10%.

(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.

(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 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

(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 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, 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) 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 item at 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.

(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:

Travel approved in writing by the COR.

(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:

None. All indirect costs shall be included in the geotechnical engineering consultant fully-loaded labor rate.

(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;

(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 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)(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 32.608-2 of the Federal Acquisition Regulation 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 assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims…