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The General Services Administration Office of Federal High Performance Green Buildings (OFHPGB) seeks support in implementing activities designed to accelerate transformation to high performance buildings in the federal sector. The objective of this effort is to facilitate adoption of proven HPGB technologies strategies in the field by contextualizing high performance building technologies and practices for operations building energy portfolio and asset management as well as budget and.

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CP-FSS-3 NOTICE: REQUESTS FOR EXPLANATION OR INFORMATION (MAR 1996)

Oral or written requests for explanation or information regarding this solicitation should be directed to:

GENERAL SERVICES ADMINISTRATION

Government Contracting Division 1275 First Street NE-7th Floor

or
Phone 202-501-1741

IMPORTANT: DO NOT ADDRESS OFFERS, MODIFICATIONS OR WITHDRAWALS TO THE ABOVE ADDRESS. THE ADDRESS DESIGNATED FOR RECEIPT OF OFFERS IS CONTAINED ELSEWHERE IN THIS SOLICITATION.

Table of Contents

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Section A: Statement of Work

A.1. Requirements

Section B: Contract Provisions and Clauses

52.212-4 – CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (FEB 2012)

52.203-13--CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) 3.1004(a) 52.203-15--WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (JUN 2010) 3.907-7 52.219-8--UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2011) 19.708(a)

52.208-9-- CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OF SERVICES (OCT 2006)

52.212-5—CONTRACT TERNS AND CONDITIONS REQUIRED TO IMPLEMENT STATUES OR EXECUTIVES ORDERS- COMMERCIAL ITEMS (Apr 2012) 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2011) 19.708(a) 52.222-1--NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) 22.103-5(a)

52.222-3--CONVICT LABOR (JUN 2003) 22.202

52.222-21--PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) 22.810(a)(1) 52.222-26--EQUAL OPPORTUNITY (MAR 2007) 22.810(e) 52.222-35--EQUAL OPPORTUNITY FOR VETERANS (SEP 2010) 22.1310(a)(1)

52.222-36--AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2010) 22.1408

52.222-37--EMPLOYMENT REPORTS ON VETERANS (SEP 2010) 22.1310(b) 52.222-40--NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) 22.1605 52.222-44-- FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT-PRICE ADJUSTMENT (SEP 2009) 52.229-3--FEDERAL, STATE, AND LOCALl TAXES (APR 2003) 52.232-33--PAYMENT BY ELECTRONIC FUNDS TRANSFER—CENTRAL CONTRACTOR REGISTRATION (OCT 2003) 32.1110(a)(1) 52.232-34--PAYMENT BY ELECTRONIC FUNDS TRANSFER—OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MAY 1999) (DEVIATION – FEB 2007) 32.1110(a)(2)(b) and (e)(2)

52.233-1--DISPUTES (JUL 2002) 33.215

52.233-4-- APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

52.237.3--CONTINUITY OF SERVICES (JAN 1991)(DEVIATION—MAY 2003)37.110(C)

52.242-13--BANKRUPTCY (JUL 1995) 42.903

52.242-15—STOP-WORKORDER (AUG 1989)

52.247-34-- F.O.B. DESTINATION (NOV 1991)

52.250-1—INDEMNIFICATION UNDER PUBLIC LAW 85-804(APR 1984) 50.104-4

55.203-71—RESTRICTION ON ADVERTISING (SEP 1999)

552.212-71--CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS -(JUL 2003) 552.216-74--TASK–ORDER AND DELIVERY–ORDER OMBUDSMAN (AUG 2010) 516.506(b)

552.232-74--INVOICE PAYMENTS (SEP 1999)

552.229-70—FEDERAL,STATE, AND LOCAL TAXES(APR 1984) 529.401-70512.301(a)(2)

552.237-71--QUALIFICATIONS OF EMPLOYEES (MAY 1989) 537.110(a)

I-FSS-40--CONTRACTOR TEAM ARRANGEMENTS (JUL 2003)

52.212-3--OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (APR 2012) 12.301(b)(2)

52.216-1--TYPE OF CONTRACT (APR 1984) 16.105

52.233-2—SERVICE OF PROTEST (SEO 2006) 33.106(a)

K-FSS-1-- AUTHORIZED NEGOTIATORS (MAR 1998)

L-FSS-59-- AWARD (APRI 1984)

Section C: Justification

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

6. SOLICITATION ISSUE DATE
PAGE 1 OF
Offeror to complete blocks 12, 17, 23, 24, & 30
H1EB-VF-120002-N
2. CONTRACT NO.
3. AWARD/EFFECTIVE DATE
4. ORDER NUMBER
5. SOLICITATION NUMBER

H

6. SOLICITATION ISSUE DATE

See Block 31C
July 6, 2012
7. FOR SOLICITATION
A. NAME
202-501-1741
8. OFFER DUE DATE/local time

july 13, 2012 July 13, 20LOCAL TIME

INFORMATION CALL:
Vivian M. Fields

July 27, 2012-3:00PM

9. ISSUED BY
CODE
10. THIS ACQUISITION IS
11. DELIVERY FOR FOB

DESTINATION UNLESS

12. DISCOUNT TERMS

GSA/Government Wide Policy Central Contracting Division

|X| UNRESTRICTED
BLOCK IS MARKED

|_|SEE SCHEDULE

1275 First Street NE-17t Floor

W

|_|SET-ASIDE: FOR
|_|13a. THIS CONTRACT IS A RATED ORDER
Washington, DC 20417
|_|SMALL BUSINESS
UNDER DPAS (15 CFR 700)
|_|HUBZONE SM. BUSINESS BUSINSESS
13b. RATING
|_|8(A)
NAICS: B
14. METHOD OF SOLICITATION
SIZE STANDARD:
|X|RFQ|_|IFB|_|RFP
15. DELIVER TO
CODE
16. ADMINISTERED BY
CODE
17a. CONTRACTOR/OFFEROR
OFFEROR
CODE
FACILITY CODE
18a. PAYMENT WILL BE MADE BY
CODE
TELEPHONE NO.
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED:
|_|17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER
|_|SEE ADDENDUM
19.,
20.
21.
22.
23.
24.
ITEM NO
SCHEDULE OF SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
SEE SECTION “A” FOR STATEMENT OF WORK
25. ACCOUNTING AND APPROPRIATION DATA
26. TOTAL AWARD AMOUNT (For Govt.Use Only)

|X|27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA |_|ARE |X|ARE NOT ATTACHED.

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

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 2 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.
29.

AWARD OF CONTRACT: REFERENCE OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR
31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)
30c. DATE SIGNED
31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)
31c. DATE SIGNED
AUTHORIZED FOR LOCAL REPRODUCTIONSTANDARD FORM 1449 (REV. 3/2005)
Previous Edition Is Not UsablePrescribed by GSA FAR (48 CFR) 53.212
19.,
20.
21.
22.
23.
24.
ITEM NO
SCHEDULE OF SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
32a. QUANTITY IN COLUMN 21 HAS BEEN
|_|RECEIVED|_|INSPECTED|_|ACCEPTED, AND CONFORMS TO THE CONTRACT EXCEPT AS NOTED:
32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32c. DATE
32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

|_|PARTIAL |_|FINAL

34. VOUCHER NUMBER
35. AMOUNT VERIFIED CORRECT FOR
36. PAYMENT

|_| COMPLETE |_| PARTIAL |_| FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NUMBER
39. S/R VOUCHER NUMBER
40. PAID BY
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
42a. RECEIVED BY (Print)
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
41c. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 3/2005) BACK

SECTION A. STATEMENT OF WORK

DEVELOPING A KNOWLEDGE NETWORK FOR THE FEDERAL GOVERNMENT AND THE PRIVATE SECTOR WITHIN THE

OFFICE OF FEDERAL HIGH PERFORMANCE GREEN BUILDINGS

OFFICE OF GOVERNMENTWIDE POLICY

US General Services Administration

OBJECTIVE

The General Services Administration, Office of Federal High Performance Green Buildings (OFHPGB), seeks support in implementing activities designed to accelerate transformation to high performance buildings in the federal sector. The objective of this effort is to facilitate adoption of proven HPGB technologies & strategies in the field by contextualizing high performance building technologies and practices for operations, building, energy, portfolio, and asset management as well as budget and procurement professionals in both the Federal and private sectors. The goal is to inform and educate the identified audiences with high performance technologies and best practices that is specific to each of their missions while driving an overall cohesive effort to achieve optimal building, portfolio and asset efficiency.

BACKGROUND

The Knowledge Network applies the "energy research into practice" communication strategy developed in FY11 to establish a multi-channel education and communication platform. This platform will be used on an ongoing basis to disseminate best practices, guidelines, standards, decision tools and educational content focused around sustainable and cost-effective operation of facilities to targeted audiences within GSA, the Federal sector and private industry. Target audiences include facility, energy & project managers, as well as procurement and budget personnel in the technology adoption decision making chain.

The Office Of Federal High-Performance Green Buildings seeks support in the following identified tasks.

Task 1. (Research) Identify and summarize published, peer-reviewed, field-tested original research (reports and articles with corresponding data) that can be used as raw content to put into practice through the Knowledge Network.

Target Specific Topics

As covered by the PNNL Data Protocol, http://www1.eere.energy.gov/femp/pdfs/datacollectionprotocol.pdf

& the Guiding Principles http://www.wbdg.org/references/mou.php Energy: Including energy use reduction, energy performance benchmarking, Lighting and Controls, Daylighting and Controls, Modeling and Standards, Renewable energy and others, impacts on other systems Water: Including water use reduction, water submetering, reduction of indoor, outdoor and process water use, rainwater harvesting and stormwater runoff reduction, impacts on other systems

Operations & Maintenance: Including eliminating ODS (Ozone Depleting Substances), Life Cycle Assessment, First Cost Data, Waste Reduction, Recycling, Procurement of Environmentally preferable, Bio-based and Recycled content, Operations and Maintenance Processes, Performance Measurement (including submetering), Incentives, Thermal comfort and conditioning, Indoor environmental quality, Moisture control, ventilation, Low emitting materials, Occupant Satisfaction and Behavior, and recommissioning

Integrative Design Processes: Including commissioning, team formation, performance goals, consideration of Building life cycle, impacts on other systems

Economic Business Case for Sustainability:

Performance-Based Acquisition:

Work approach - Use Knowledge Network method (see appendix 1) which includes collaboration across research, translation and Illustration teams, as well as interaction from OFHPGB KN team (See Knowledge Network Briefing 4-25-12)

· Collaborate with OFHPGB, the translators and the illustrators (Tasks 2 and 3) to insure they have the right level of data to move forward with their tasks

· Attend team meetings with OFHPGB, Researchers, Translators and Illustrators

· Insure collaborators have what they need to do their job

· Periodically test content clarity and comprehensiveness with target audience focus groups.

· Include Communication Channel partners and Decision-Making tool groups in the process

· Provide feedback and information to refine the Knowledge Network Method

· Hone the research template

· Perfect tone/approach to Audience Communication

· Increase reach of Knowledge Network Content and influence

Deliverables:

1. A record of reviewed research that provides all the information required to execute the Translation task (#2 below).

· Full Citation of all articles reviewed (rejected and retained)

· Criteria: OFHPGB for research data reviewed

· why rejected/kept

· Digital copy of Full document for all retained articles (when possible)

2. Summary of Research Findings of individual article but also aggregate to general findings and best practices derived from the aggregated articles for each topic area

· Follow template OFHPGB (Water from Wynkoop as base)

· review and revise template to suggest improvements to process

· Basic building info

· size, location, # of occupants, age of building

· Organization information

· Results of the article

· include data about % changes in operational performance and economic impacts where available

· Gaps in research

· Criteria template should Identify range so researchers can identify gaps.

· Note Contradictory research findings

· Suggest combination of findings that could lead to Best Practices

· multiple research articles with similar results

· research articles that fill different complementary niches (support but not main articles).

3. Feedback to OFHPGB: Suggest strategies of how to improve the Knowledge Network Process

APPENDIX 1

Knowledge Network is a method to put research into practice.

KNetwork contextualizes and delivers research for building managers and financial decision makers to implement integrated solutions that achieve continuous high performance in buildings.

The method accomplishes this contextualization by following these steps:

· identify how a research topic matters

· why its important and

· how its connected to the roles the audience fills

· Deconstruct technical research and write a narrative about the component pieces

· Pieces are then reassembled to be relevant to each intended audience

· Key audience groups are

· Facility Managers

· Technical Specialists (Water, Waste, Energy, etc)

· Procurement Professional

· Money Managers

· Decision Makers

· Project Managers

· Delivery formats vary and are chosen to compliment topic and audience

· video, conference paper, journal article, etc

· Transmit finished product using channels and partners that best reach the intended audience.

· Validate process effectiveness through audience feedback

PERIOD OF PERFORMANCE

The period of performance is One Year from Date of Award

CONTRACT TYPE

This award is a firm fixed price.

CONTRACTING OFFICER

Vivian M. Fields Contracting Officer General Services Administration 1275 First St. NW Washington, DC 20417

(202) 501-1741

Section B: Contract Provisions and Clauses

52.212-4CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FEB 2012) (ALTERNATE I - OCT 2008) (DEVIATION I – FEB 2007) 12.301(b)(3)
(a)Inspection/Acceptance.
(1)The ordering activity 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 ordering activity may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The ordering activity will perform inspections and tests in a manner that will not unduly delay the work.
(2)If the ordering activity 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 ordering activity 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 ordering activity 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. *______*.
(5)(i)If the Contractor fails to proceed with reasonable promptness to perform required eplacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the ordering activity), the ordering activity 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 ordering activity may at any time require the Contractor to remedy by correction or replacement, without cost to the ordering activity, 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 ordering activity-furnished property shall be governed by the clause pertaining to ordering activity 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 credit 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.2331, 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: *______*; 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 ordering activity 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 ordering activity 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--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agency procedures.
(C)EFT banking information is not required if the ordering activity 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 ordering activity 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)Services accepted. Payment shall be made for services accepted by the ordering activity that have been delivered to the delivery destination(s) set forth in this contract. The ordering activity 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 FAR 2.101, the price to be paid for such materials shall be 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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: *______*.
(2)Indirect Costs (Material Handling, Subcontract Administration, etc.). The ordering activity will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: *______*.
(2)Total cost. It is estimated that the total cost to the ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 ordering activity 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 section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 ordering activity 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 ordering activity 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 ordering activity, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.
(i)Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.
(ii)Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the ordering activity is prepared to make final payment, whichever is earlier.
(iii)Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the ordering activity against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.
(8)Prompt payment. The ordering activity will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.
(9)Electronic Funds Transfer (EFT). If the ordering activity makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.
(10)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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.
(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 ordering activity upon:
(1)Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2)Delivery of the supplies to the ordering activity 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 ordering activity's convenience. The ordering activity 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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the ordering activity using its standard record keeping system that 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 ordering activity any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.
(m)Termination for cause. The ordering activity 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 ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the ordering activity for any and all rights and remedies provided by law. If it is determined that the ordering activity 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 ordering activity upon acceptance, regardless of when or where the ordering activity 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 ordering activity 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to ordering activity Contracts 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)Central Contractor Registration (CCR).
(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 CCR database, and for any liability resulting from the ordering activity’s reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor’s CCR 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 CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.
52.203-13CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) 3.1004(a)
(a)Definitions. As used in this clause –
Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.
Full cooperation –
(1)Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;
(2)Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require –
(i)A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or
(ii)Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and
(3)Does not restrict a Contractor from –
(i)Conducting an internal investigation; or
(ii)Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.
Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).
Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.
Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.
United States means the 50 States, the District of Columbia, and outlying areas.
(b)Code of business ethics and conduct.
(1)Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall –
(i)Have a written code of business ethics and conduct;
(ii)Make a copy of the code available to each employee engaged in performance of the contract.
(2)The Contractor shall –
(i)Exercise due diligence to prevent and detect criminal conduct; and
(ii)Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.
(3)(i)The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed –
(A)A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or
(B)A violation of the civil False Claims Act (31 U.S.C. 3729-3733).
(ii)The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential“ or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.
(iii)If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

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