G15PC00024.docx

Table of Contents

Schedule of Services and Price

Estimated Quantities and Prices

The quantities stated in the schedule below are estimated quantities for comparative purposes, and no claims shall be made against the USGS for excess or deficiency therein. Payment at the unit or lump-sum prices agreed upon shall be in full for the completed work and shall cover materials, supplies, transportation, labor, tools, machinery, and all expenditures, incident to satisfactory compliance with the contract unless otherwise specifically provided. Except as limited by the total amount of funds obligated for the contract, the quantities to be furnished under this contract will depend entirely upon the actual quantities required unless otherwise noted.

Items and Prices

The following items are estimated quantities for a basic year contract period beginning on the date of contract award through twelve (12) months, with four (4) twelve month subsequent option year periods. All prices, therefore, are based in fiscal years, 2015, 2016, 2017, 2018, 2019 and 2020.

The price per unit includes all indirect costs as well as all other direct costs associated with each sample. The price shall include consumables, labor and overhead. The rate shall include the initial cost (amortized over ten years) and bi-annual preventative maintenance cost of analytical equipment. Labor costs shall include salaries for technicians and administrators.

Price includes proper storage and archive copies of analytical results and associated QC and raw data results for the duration period of the contract. All raw data will be returned to the USGS if requested at the end of the contract. This will be accomplished at no direct or increased cost to the government.

Price includes analytical data be reported in written tabular form and also in electronic format. The price also includes the cost of a blank, Laboratory Control Sample (LCS) and duplicate to be run with every batch and reported with the sample results. A batch is not to exceed 30 samples.

Base Year

Item No.

Description of Item

Est. Qty

Unit

Unit Price

Amount

TOTAL LINE ITEMS 1-2

$338,500.00

Option Year One

Item No.

1A

2A

TOTAL LINE ITEMS 1A-2A

$338,500.00

Option Year Two

1B

2B

TOTAL LINE ITEMS 1B-2B

$355,000.00

Option Year Three

1C

2C

TOTAL LINE ITEMS 1C-2C

Option Year Four

Unit Price

1D

2D

TOTAL LINE ITEMS 1D-2D

Statement of Work

C.1 INTRODUCTION

The U.S. Geological Survey (USGS) conducts various types of scientific projects with other federal, state, and local government agencies throughout the United States. Some of these projects require analytical services for low level tritium analysis of environmental samples. The USGS National Water Quality Laboratory (NWQL) has a need to provide these laboratory services.

C.2 SCOPE OF WORK

The Contractor shall provide laboratory services, supplies, and data deliverables for the determination of tritium through the analysis of aqueous environmental samples. Technical evaluation of the analytical services and deliverables will be managed under the USGS National Water Quality Laboratory, Office of Water Quality.

C.3 GOVERNMENT FURNISHED PROPERTY AND SERVICES

No Government property or services are (expected) to be provided to the Contractor for purposes of contract performance. If the Government determines at any time during the contract performance that property or services should be provided, such property or services shall be provided and documented by issuance of a contract modification.

C.4 DEFINITIONS

Analytical Services Request form (ASR): The form submitted with each sample that provides information used to log-in and process the sample. Attachment 2 provides an example of the ASR form.

Batch: A group of thirty or fewer samples that are processed, analyzed and reported together.

Bias: The systematic or persistent distortion of a measurement process that causes errors in one direction.

Blank: A sample that is assumed to be essentially free of the radionuclide that is carried through the radiochemical preparation, analysis, and measurement process in the same manner as a routine sample of a given matrix. (U.S. Geological Survey, 2008)

Combined Standard Uncertainty: Standard uncertainty of an output estimate which is calculated by combining the standard uncertainties of the input estimates. The combined standard uncertainty is reported at the 68 percent or 1-sigma confidence level. (U.S. Geological Survey, 2008)

Contract: A mutually binding legal relationship obligating the seller to furnish the supplies or services and the buyer to pay for them.

Contracting Officer (CO): The Government official responsible for the execution and administration of a contract on behalf of the Government.

Contracting Officer’s Representative (COR): The Governmental official designated by the Contracting Officer and who shall be responsible for the technical oversight and evaluation of the Contractor performance.

Contractor: The Offeror who is awarded this contract.

Contractor’s Project Manager or Contractor Representative: An individual assigned by the Contractor and who shall be the primary point of contact for the COR and shall have authority to act on behalf of the Contractor on contract matters related to the daily operations of the contract.

Critical Defect: Defect in an analytical service or deliverable that likely will cause the analytical results to be unacceptable to meet project-specific or regulatory requirements and may cause samples to be re-collected.

Critical Level: The minimum measured value that indicates a positive (non-zero) amount of tritium is present in the sample within a specified probable error. The critical level is sometimes called the critical value or decision. See “sample-specific critical level”. (U.S. Geological Survey, 2008)

Critical Performance Requirements: Performance requirements that are critical analytical services and deliverables.

Government: United States government

Laboratory Control Sample: A QC sample of known composition that is prepared and analyzed in the same manner as a regular sample.

Minimum Detectable Concentration: The smallest (true) radionuclide concentration that gives a specified probability that the value of the measured radionuclide will exceed its critical level concentration.

Offeror: Any laboratory that submits a proposal in response to this Statement of Work.

Performance Assessment Plan: A plan that describes how the Contractor’s performance will be evaluated and measured against the performance standards using specific assessment methods and evaluation-rating criteria.

Performance Objective: A group of performance requirements that is associated with a more general type of task or service.

Performance Requirements: Specific services or deliverables that are required by the Government and performed by the Contractor.

Performance Standard: Measurable performance acceptance standard used to determine whether the Contractor has met specific performance requirements.

Precision: The measure of agreement among replicate measurements, under the prescribed similar conditions.

Replicate analyses — the measurements of the variable of interest performed identically on two or more subsamples of the same sample within a short time. (U.S. Geological Survey, 2008)

Sample specific critical level (ssLC): Critical level calculated using the parameter values measured during the generation of the sample result. Sample specific critical value is different from the critical level wherein nominal measurement parameters are used in the calculation. Concentrations below ssLC are considered non-detections. (U.S. Geological Survey, 2008)

Turn-around-time: The elapsed time between the receipt of the sample at the Contractor’s laboratory to the reporting of results to the USGS.

USGS Project Representative: A USGS employee who is working on a specific USGS project and is directly involved in the field collection of environmental samples that are sent to the Contract laboratory. This person is allowed to consult with the Contractor Representative on technical issues, however has no authority to change the scope of the contract.

C.5 PERFORMANCE OBJECTIVES AND REQUIREMENTS

Provided herein are the performance objectives and requirements of the contract. The Contractor will be evaluated for these performance requirements as described in Section C.6 “Performance Assessment Plan” and Attachment 1 – Performance Objectives.

C.5.1 Performance Objective: Sample Security, Identification and Processing Order

5.1.1 FISMA Requirements

Contractors who have access to DOI information must comply with Federal Information Security Management Act (FISMA) as mandated by the E-Government Act of 2002. FISMA requires each Federal agency to develop, document, and implement a program to provide information security for the information and information systems that support the operations and assets (data) of the agency including those provided or managed by another agency, contractor, or other sources. The Contractor shall comply with the following FISMA Requirements (denoted APPLICABLE):

1. Background Investigation - Not applicable.

2. Non-disclosure Agreement - Contractor employees who have direct access to DOI information or will develop custom applications shall sign a non-disclosure agreement prior to gaining access. After award, the COR will develop the final agreements, with the assistance of the Solicitor. Copies will be maintained in the contract file. Draft sample agreement is attached. (Attachment 3) Alternatively, if the contractor has a similar corporate non-disclosure agreement form and process for their employees, a single attestation statement from a designated laboratory management official will suffice.

3. Training - Not applicable.

4. Personnel Changes - Not applicable.

5. Contractor Location - Not applicable.

6. Applicable Standards - Not applicable.

7. Asset Valuation - Not applicable.

8. Property Rights - Not applicable.

9. Independent Verification and Validation (IV & V) - Not applicable.

10. Certification & Accreditation - Not applicable.

11. Internet Logon Banner - Not applicable.

12. Incident Reporting - Not applicable.

13. Quality Control. All software, hardware, data files and data deliverables provided by the Contractor shall be free of malicious code.

14. Self Assessment - Not applicable.

15. Vulnerability Analysis - Not applicable.

16. Logon Banner - Not applicable.

17. Security Controls - Not applicable.

18. Contingency Plan - Not applicable.

5.1.2 General Security:

In order to ensure the identity and integrity of given samples through the processes of collection, shipping, analysis, and disposal, the Contractor shall provide chain-of-custody for samples submitted by the USGS. This chain-of-custody process must be maintained from receipt of samples at the contract lab through analysis and data reporting. The Contractor shall establish a system of security and safeguarding that shall prevent analytical data, which will be Government property, from being released to unauthorized persons. Data are to be reported only to the COR. Upon request, the Contractor shall submit to the Government a Standard Operating Procedure that details the Contractor’s chain-of-custody procedure.

5.1.3 Data integrity procedure

The Contractor shall develop and maintain a documented data integrity procedure that ensures data of known and documented quality are obtained and maintained during any operation, such as analysis, processing, review, transfer, storage, and retrieval. Data integrity procedures ensure the ability to maintain and preserve data or information and recreate or recover data and information should an accident or loss occur. Additionally, Contractor shall train personnel in the data integrity procedure upon hire and annually. Training shall be documented.

5.1.4 Samples – Identification and Processing Order

5.1.4.1 Samples for tritium analysis obtained by the USGS for study shall be shipped by USGS Water Science Centers (WSCs), or other agencies with prior approval, to the Contractor’s laboratory where the analyses are to be performed. Sample delivery will be variable throughout the year, and will generally be the highest during the months of April through September.

5.1.4.2 The Contractor will assign an NWQL login identification number to each sample. The NWQL login identification number shall be used on all records pertaining to the sample. This will not prevent the Contractor from assigning its own accession or laboratory number to the samples. Assignment of NWQL login numbers shall follow this example:

The year 2015, followed by the Julian date that the sample is received at the contractor’s laboratory (e.g., May 1st would be 121), followed by the sequence in which the sample is logged starting with 9601. For example, the first sample received on May 1, 2015 would have a log-in number of 20151219601. The series 9601 to 9699 is reserved exclusively for the use of the Contractor.

The log-in number shall be affixed to the appropriate sample bottle(s) and noted in the upper right hand corner of the Analytical Services Request (ASR) form.

The Contractor shall compare station identification, date, and time information on the ASR to markings on the sample bottle to ensure that no bottle mix-ups or sample identification problems occur. If any discrepancies are found, the Contractor shall contact the NWQL Log-in Unit representative to resolve the discrepancy.

Each Monday, the Contractor shall send by electronic mail to the COR and the NWQL Log-in Unit representative (lablogin@usgs.gov) a list of all samples received during the previous week as well as scanned copies of the ASRs. This list will include conditions of samples and date of sample receipt. If no samples were received during the previous week, the Contractor shall notify the COR. At the end of the NWQL Water year (usually the 1st Friday in September), the final sample log-in electronic file (scanned ASRs) shall be sent to COR by the end of business on that Friday. The end of water year date shall be supplied to the Contractor no later than a month in advance by the COR.

The Contractor shall notify the COR immediately if analyses not listed in the contract are requested.

All sample results, are to be decay corrected to the collection date. The collection date will be provided on the ASR form.

5.1.4.3 Samples submitted to the Contractor’s laboratory shall be analyzed in order of receipt (i.e., first in, first out) unless alternate instructions are received by phone and writing from the COR.

5.1.4.4 The Contractor shall be accountable for all samples delivered to its laboratory.

5.1.5 Residual sample remaining after analysis is to be retained by the Contractor for a period of 90 days following delivery and USGS acceptance of analytical results. Disposal of these samples is to be at Contractor’s expense.

C.5.2 Performance Objective: Sample Preparation and Analysis

5.2.1 Sample Preparation

Aqueous samples for low level tritium analysis shall be submitted unfiltered with no preservation.

5.2.2 Sample Analysis

5.2.2.1 Samples are to be analyzed using electrolytic enrichment and gas counting to reach minimum detectable concentration of 0.3 pCi/L at the 95% confidence level. Some samples may require the 10 pCi/L MDC. These are to be analyzed by gas counting with no electrolytic enrichment.

5.2.2.2 The analytical methods shall not be changed during the life of the contract without the written approval of the COR and CO. A full description of the proposed changes shall be sent to the COR in writing at least 30 days prior to any proposed change date.

5.2.2.3 Copies of any methods used by the Contractor for USGS samples may, at the request of the Water Science Centers of the USGS, be made available to them by the COR. If the Contractor deems the methods to be proprietary, summaries of the methods will be provided to the WSCs. The Water Science Centers may, if necessary, make reference to these methods in their publications. Method summaries shall also be made available to the COR.

5.2.2.4 Results shall be reported in pCi/L.

C 5.3 Performance Objective: Contract Quality Assurance/Quality Control Requirements

5.3.1 Performance Testing Studies

The Contractor shall participate in external performance testing studies. The results of the Contractor’s participation shall be furnished to the COR when received by Contractor. The Contractor must participate in the International Atomic Energy (IAE) tritium comparison study (Last study was in 2012). Any costs associated to attend this study are the responsibility of the contractor.

5.3.2 Internal Quality Control

5.3.2.1 The Contractor shall maintain a quality system for the laboratory. The Contractor shall supply the COR with a copy of its quality assurance and quality control procedures. The Contractor shall not deviate from the stated quality control procedures without approval from the COR and CO.

5.3.2.2 The Contractor shall obtain and maintain a set of radioisotope standards that are traceable to National Institute Standards and Technology (NIST). These standards are to be used to daily calibrate instrumentation and prepare internal quality control standards.

5.3.2.3 The Contractor shall analyze a blank sample, a laboratory control sample, and a replicate sample with every analytical batch. These QC results are to be reported with the sample results. Analysis of these QC samples shall be at no cost to the Government.

5.3.2.4 The blank shall be less than the sample specific Critical level (ssLc). The LCS—at the upper end, the result – 2x CSU shall be </= the known value. The recovery shall not be less than 80% at the lower end.

5.3.2.4 The Contractor shall inform the COR verbally immediately upon discovery that any performance requirement is not being met. The Contractor shall follow the verbal notification with a written explanation and corrective action plan Within 10 days after discovery.

5.3.3 External Quality Assurance

5.3.3.1 Approximately five percent of samples delivered to the Contractor will be USGS quality assurance samples. These may include blanks, standards (spiked samples) or replicate samples.

5.3.3.2 The results of the analyses of the standards and replicate samples will be used by the COR to judge overall performance by the Contractor in accordance with Section 5.6.

5.3.3.3 The USGS may request rerun analyses on as much as 5 percent of the yearly sample total. The reruns will be performed at Contractor expense. If the rerun requests exceed 5 percent of the yearly sample load, the Contractor will not be paid for the rerun if the new value is outside of the 1-sigma combined standard uncertainty of the first value. The USGS will pay for the rerun if the rerun value lies within the 1-sigma combined standard uncertainty of the first value.

5.3.3.4 On-site laboratory audits may be conducted at the discretion of the Government. It is anticipated that these audits will be conducted annually. The COR will give advance notice to the Contractor of at least one month prior to the on-site audit. However, advance notice is not required.

C 5.4 Performance Objective: Reporting of Results, Data Storage and Data Handling

5.4.1 The analytical data shall be reported electronically to the USGS in written tabular form and concurrently in electronic format. The format for the electronic data deliverable (EDD) will be furnished at the time of award.

5.4.2 The written tabular form of analytical results shall be typed and the values verified for accuracy and signed by the analyst and the verifier, or shall be a facsimile copy of such a report. The report shall show USGS log-in number, contract laboratory identifying number, USGS supplied lab code, date of analysis, analytical result, 1-sigma combined standard uncertainty (with the uncertainty for electrolytic enrichment included.),and the sample specific critical level (ssLc). Included in this data package shall be copies of the ASRs with the NWQL ID Numbers for all samples reported in that package. The Contractor shall include the proposed report format in the proposal. The Contractor shall refer to Volume III Section 20 and Attachment 20A of the Multi-Agency Radiological Laboratory Analytical Protocols Manual (MARLAP) for equations and explanations of these required data items.

5.4.3 Reports of analytical results shall be communicated by telephone if requested. Reports shall be sent electronically. If the quality of the results are found to be unacceptable, the problem will be communicated by the COR immediately upon recognition and reruns requested.

5.4.4 The Contractor shall properly store and archive appropriate copies of all analytical results and associated QC and raw-data results for USGS analyses for the life of the contract. This information shall be sufficient to allow for re-creation of analytical results if necessary. Prior to completion of the contract, the Contractor shall request from the USGS instructions as to the disposal of these records. Any records requested by the USGS shall be sent at Contractor expense to the address given by the COR. Records not requested by the USGS shall be destroyed by the Contractor upon instructions from USGS after completion of the contract.

C 5.5 Performance Objective: Deliverables

5.5.1 The Contractor shall complete the requested analyses and required data deliverables specified in Section 5.4 within 45 calendar days (not including contract-specified holidays – refer to Clause GS0919 Legal Holidays) after receipt of samples for Line Item 1 analyses at the Contractor laboratory facility. The Contractor shall complete the requested analyses and required data deliverables specified in Section 5.4 within 45 calendar days (not including contract-specified holidays – refer to Clause GS0919 Legal Holidays”) after receipt of samples for Line Item 2 analyses at the Contractor laboratory facility. The Contractor shall deliver to the COR the required data deliverables within the turn-around-time stated. Data deliverables that are delivered late to the USGS will be documented in the annual performance assessment report (see Subsection 6.4).

Every Monday the contractor will send the COR copies of all ASRs received the previous week. If no samples are received, the contractor will send the COR an email stating this to the COR. Start date for timing of samples will be the Tuesday following the receipt of the ASRs by the COR.

If extenuating circumstances for late delivery are explained by the Contractor in writing to the COR, the late delivery payment reduction may be waived, subject to review and approval by the CO. Prior notification to the COR is required if sample analysis results are expected to miss the turn-around-time stated in Section C 5.5.1.

5.5.2 For some USGS projects, preliminary (before final review by Contractor) and final analytical results may be requested to be sent to the COR electronically at no added cost to the Government.

5.5.3 The Contractor shall report the blank, LCS result, and duplicate results with each batch of sample results. A summary of any QA/QC problems encountered and solutions implemented during batch analysis shall be included with the results.

C.5.6 Performance Objective: Quality Assurance Acceptance Criteria

5.6.1 A 1-sigma combined standard uncertainty and a sample specific critical level shall be reported for every tritium result. Equations for these meta-data shall be found in MARLAP.

5.6.2 Reporting precision shall be 0.3 pCi/L.

5.6.3 The following QA acceptance criteria shall be used to monitor precision. For replicate samples:

X1 – X2 < 2 * (1 2 + 22)1/2, where X1 and X2 are the analyte concentration values for samples 1 and 2, and 1 and 2 are the respective measurement uncertainties of the measured values.

Corrective action shall be implemented by the Contractor when X1 – X2 > 3 *(12 + 22)1/2

C.5.7 Performance Objective: Contractor Key Personnel Qualifications and Duties

5.7.1 The Contractor shall provide the following key personnel:

Project Manager/Contractor Representative (or as named) – The Project Manager is the primary Contractor Representative and is an experienced analytical chemist assigned by the Contractor who shall have full authority to act for the Contractor on contract matters that relate to the daily operations of the Contract. The Project Manager shall be the primary point of contact for the COR and if needed, for appropriate USGS project representatives for the technical and functional services specified in the contract. This person shall monitor and keep the USGS informed on the status of the analyses and data deliverables requested for all samples. This person should conduct final review and approval of the data deliverables to ensure compliance with contract requirements and contact the COR if there are any delays or problems with the sample analyses. Upon written notice from the Contracting Officer that the Project Manager/Contractor’s Representative is not satisfactory, to the Government, due to identified deficiencies in contract performance, the Contractor shall promptly (within 5 working days) replace the Representative with an experienced analytical chemist who is satisfactory to the Government. If the replacement is initiated by the Contractor, this Representative cannot be replaced without written notification to the COR and CO (Refer to Clause GS1330 Key Personnel).

Analytical Chemist (or as named) – The Contractor shall appoint an experienced analytical chemist who shall have direct control over the analyses to be performed and shall be available to handle non-routine analysis problems if encountered, and work directly with Contracting Officer or COR in such situations.

The Contractor shall follow the guidance for personnel in Volume I Section E.4.2 of the Multi-Agency Radiological Laboratory Analytical Protocols Manual (MARLAP)

C.6 PERFORMANCE ASSESSMENT PLAN

6.1 According to Clause GS1305 Contractor Performance Assessment Reporting System (CPARS) and provisions specified in this Performance Assessment Plan, the Government shall perform a formal assessment to determine the extent to which the Contractor has met the performance requirements specified under the contract. All the performance requirements contained in the contract will be evaluated and assessed by the Government. The performance requirements identified with bold text in Section C.5 are identified as major performance requirements consisting of the more important or critical analytical services and deliverables specified in the contract.

6.2 The COR will perform the assessment of the Contractor and prepare the formal performance assessment reports and documentation. The CO will be directly involved in all aspects of the performance assessment and will review all formal performance assessment reports. USGS project representatives may provide technical input on the quality, timeliness, and completeness of the analytical results after reviewing the data deliverables provided by the Contractor.

6.3 Performance assessment methods used by the USGS will be standard inspection and evaluation procedures and shall include (1) inspection and evaluation of the quality and timeliness of the data deliverables, (2) periodic review of analytical services performed, and (3) compilation of customer comments received from USGS project representatives using the analytical services, analytical results, and data deliverables.

6.4 An annual CPARS report will be prepared. The annual CPARS report will include: (1) summary of the number of samples that were sent to the Contractor, (2) number of data deliverables that were completed and delivered to the USGS, (3) documentation of the performance standards achieved or not achieved for the major performance requirements, (4) documentation of any non-routine issues or delays that occurred during the three months, and (5) compilation of comments from USGS project representatives about the analytical services and data deliverables.

6.5 An overall annual performance assessment rating will be determined by the COR and CO in the annual CPARS report. Performance assessment ratings will consist of: exceptional, very good, satisfactory, and unsatisfactory. An exceptional performance rating will be assigned when the performance fully exceeds the contractual requirements with few minor problems that were fully resolved, and most of the performance standards were exceeded for the major performance requirements. A satisfactory performance rating will be assigned when most of the performance requirements are met and the performance standards for all the major performance requirements are achieved during the year. In most cases, an unsatisfactory performance rating will be assigned when a majority of the performance requirements are not met and most performance standards for major performance requirements are not achieved.

6.6 The annual CPARS Report will be used by the CO to determine if the contract will be extended to another option year. The CPARS Reports will be made available to other Government departments and agencies seeking past performance and source selection information.

52.252-2 Clauses Incorporated by Reference. (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/ http://www.doi.gov/pam/aindex.html

52.202-1 Definitions. (NOV 2013) 52.203-3 Gratuities. (APR 1984) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011) 52.204-13 System for Award Management Maintenance. (JUL 2013) 52.204-18 Commercial and Government Entity Code Maintenance. (NOV 2014) 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) 52.223-6 Drug-Free Workplace. (MAY 2001) 52.223-17 Affirmative Procurement of EPA-designated Items in Service and Construction Contracts. (MAY 2008) 52.227-1 Authorization and Consent. (DEC 2007) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement. (DEC 2007) 52.227-14 Rights in Data-General. (MAY 2014) 52.229-3 Federal, State, and Local Taxes. (FEB 2013) 52.232-1 Payments. (APR 1984) 52.232-17 Interest. (MAY 2014) 52.232-23 Assignment of Claims. (MAY 2014) 52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013) 52.233-1 Disputes. (MAY 2014) 52.242-13 Bankruptcy. (JUL 1995) 52.242-15 Stop-Work Order. (AUG 1989)

52.212-4 Contract Terms and Conditions - Commercial Items. (DEC 2014)

(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 postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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 Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) The clause at 52.212-5; (4) Addenda to this solicitation or contract, including any license agreements for computer software; (5) Solicitation provisions if this is a solicitation; (6) Other paragraphs of this clause; (7) The Standard Form 1449; (8) Other documents, exhibits, and attachments; and (9) The specification.

(t) System for Award Management (SAM) (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.