HQ068213Q0013_pages_2_to_62.pdf

HQ0682-13-Q-0013

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Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 0 Each $1.00 $0.00

Engineering, Fabrication & Project Management Support - General

Vehicle Modification T&M

FOB: Destination

PURCHASE REQUEST NUMBER: W904X5

NET AMT $0.00

ACRN AA

CIN: W904X5

$0.00

0002 0 Each $1.00 $0.00 Logistics Services - Performance

Test Support T&M

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0003 0 Each $1.00 $0.00 Spare Parts List -

FFP

Manufacturer’s

Part No

Description

Qty

Cost

3824620C2 Support, Transfer Case Armor 2

3833347C1 Elbow, 90-deg 1-5/16-12 Stor, 9/16- 18 37-deg JIC 2

3792623C1 Brake Group FRT, Brake Pad Assembly 12

3792533C1 Brake rotors 6

3881818C1 Brake chambers front 2

3881826C1 Brake chambers rear 2

3886080C1 Elbow, 90Deg-SAE 3/4-16W/FLR X1/4-18NPTF w/scrn 6

3792641C1 Sensor, ABS Sensor 6

3866680C91 Tire Assy, wheels and tires assembly (16R20) 3

3605681C2 Hose, Rad Inlet, 2.5"I.D. 3

3535084R1 Clamp, Rad Outlet Pipe, Gates Shrink Band - for 2.50 ID hose 3

299275C91 Clamp, Pipe Tee etc, Sgl-Cushioned 1-1/2 X .281 Mtg 3

4020506C1 Shaft, Half Shaft Rear (7C 70415-

014) 2

4020511C1 Bolt, Cap Screw M12x1.5 45mm Grade 10.9 16

3897596C93 End Link Kit - Left Hand 3

3897601C93 End Link Kit - Right Hand 3

1882927C1 Belt, Fan, 10PK2415 -- AC Belt 3

1882928C1 Belt, Fan, 10PK2075 -- Alternator Belt 3

1842543C1 Oil Filter 3

3708030C91 Headlight Kit LED 2

3866172C91 Kit, Door Check Bushing Fix 2

3532800C1 Air Filter Secondary 3

3913940C91 Cleaner, ASM Air Dry Type, 13" Dual Elmnt Air Clnr 3

3867855C1 Hose Assy Power Strg 3

3864759C1 Hose Assy Power Strg 3

486981C2 Hose Assy Power Strg, High 3

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0004 1 Each NSP NSP Manpower Report Requirements

NSP

This requirement is for a onetime payment to the vendor to comply with the following: The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://contractormanpower.army.pentagon.mil.

0005 1 Each $0.00 $0.00 OPTION Field Service Representative Support - OCONUS

T&M

ACRN AA $0.00

https://contractormanpower.army.pentagon.mil/

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0006 0 Each $1.00 $0.00 OPTION Vehicle Procurement - MaxxPro 6x6 DXM

FFP

0007 1 Each $1.00 $0 OPTION Defense Base Act (DBA) Insurance

COST

ACRN AA $0.00

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Section C - Description and Specifications

PERFORMANCE Work Statement

Performance Work Statement (PWS)

MaxxPro 6x6 DXM MRAP Procurement and Service Support for Project Bane 26 March 2013

Performance Work Statement

MaxxPro 6x6 DXM MRAP Procurement and Service Support for Project Ban

1.0 Background

Improvised explosive devices (IEDs) are a significant threat to deployed U.S. forces and are the primary source of U.S. casualties. The Joint IED Defeat Organization (JIEDDO), together with the Military Services and the Department of Defense (DoD) is working the IED fight in a holistic way, using a balance of intelligence, training and technology. The Counter-IED (C-IED) effort is a combined Joint Services, interagency, and multi-national program designed to leverage all available resources and technologies in a coordinated campaign to eliminate IEDs as weapons of strategic influence. As the DOD lead, JIEDDO must rapidly provide C-IED capabilities in support of the Combatant Commanders.

JIEDDO issued a Joint Urgent Operational Needs Statement (JUONS) number CC-0399 to reflect the need for C- IED systems that can detect and neutralize IED’s of varying designs, complexity, emplacement methods, and at tactically useful stand-off distances. One such C-IED system, authorized and funded by JIEDDO under decision memorandum J11DTMB0192, is known as Project Bane. This initiative will deliver a Directed Energy (DE) weapon system based on a single vehicle platform using Radio Frequency (RF) sources to neutralize IED’s in support of route reconnaissance and clearance operations. During previous development efforts, a Mine Resistant, Ambush Protected (MRAP) vehicle designed and manufactured by Navistar Defense Systems was selected as the weapon system platform. Under a limited purpose Cooperative Research and Development Agreement (LP- CRADA) between Navistar Defense Systems and Naval Surface Warfare Center Dahlgren Division, the MaxxPro 6x6 Dynamic eXtreme Motion (DXM) MRAP was selected due to its unique combination of heavy lift capability and increased ballistic protection characteristics. As part of the development process, additional modifications and upgrades to the basic DXM design were identified. Additional logistics requirements related to operational testing and deployment were further identified. These additional requirements cannot be addressed through the existing LP CRADA and represent a new requirement for services and material.

2.0 Objectives and Scope

JIEDDO requires support for subject matter experts (SMEs) for automotive testing and field service support for deployment operations of the modified MaxxPro 6x6 DXM vehicle to Afghanistan, to include spare part items to complete the integration of the IED neutralization portion of the weapon system. The required vehicle modifications include installation of shielding components to protect personnel and vehicle equipment from DE sources;

installation of auxiliary fuel tanks; and the installation of a fire protection system.

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2.1 Testing

Automotive testing is scheduled to occur at Aberdeen Proving Grounds (APG) from May 2013 through September 2013. As Navistar Defense is the Original Equipment Manufacturer (OEM) of this vehicle, they will need to be present during the test events to capture data and troubleshoot as required. Navistar Defense will be required to:

(1) Assist in the creation of a durability test plan with NSWCDD and APG

(2) Provide vehicle engineering on-site support during the test events at APG

(3) Perform vehicle ride tuning with additional support from Navistar’s vehicle dynamic engineering team

(4) Coordinate vehicle and Directed Energy system instrumentation to support data acquisition on the endurance courses

(5) Capture data from the instrumentation and generate a report

(6) Troubleshoot vehicle malfunctions as necessary

(7) Provide spare parts as detailed in Section 5

3.0 Tasks and Deliverables

3.1 Vehicle Modification (Base Award)

3.1.1 The contractor shall zinc flame-spray all gaps and open joints in the crew compartment of the vehicle developed under agreement #LP-CRADA-NSWCDD-13-148 so as to prevent the operators from being exposed to RF energy. This includes any openings in the engine firewall.

3.1.2 The contractor shall shield all cable harnesses within the engine compartment and any external cable harnesses that could be radiated by RF energy so as to provide a minimum of 20dB of shielding at a frequency of 1.0 GHz.

3.1.3 The contractor shall install one 120 U.S. gallon and two 80 U.S. gallon auxiliary fuel tanks (total of three) on this same vehicle. These auxiliary fuel tanks shall be equivalent to those used on the Navistar Defense Systems’ MaxxPro 6x6 DXM MRAP and shall include equivalent sender units for each.

3.1.4 The contractor shall paint the three auxiliary fuel tanks to match the existing fuel tank.

3.1.5 The contractor shall ensure that all auxiliary fuel tanks are incorporated into the existing automated fire extinguishing system (AFES) and provide passive fire protection for fuel tank fires.

3.2 Automotive Test Support (Base Award)

3.2.1 The contractor shall provide up to two subject matter experts to provide on-site engineering support for government-led automotive testing conducted by the U.S. Army Test and Evaluation Command (ATEC) at Aberdeen Proving Grounds (APG). Engineering support includes the following minimum requirements:

3.2.1.1 Installation and removal of contractor-supplied test instrumentation; and

3.2.1.2 Analysis, troubleshooting, and on-site repair recommendations of any malfunctions that occur during vehicle testing.

3.2.1.3 Shock absorber tuning, vehicle setup, or other vehicle configuration parameter changes necessary during vehicle testing.

3.2.2 Automotive testing at APG may include any or all of the following performance and reliability tests and assumes the vehicle is configured with government-furnished Bane system surrogate components simulating realistic weight and center-of-gravity characteristics:

3.2.2.1 Off-Road course performance

3.2.2.2 Double lane change performance

3.2.2.3 Extreme grades and side slopes

3.2.2.4 Obstacle handling

3.2.2.5 Speed, acceleration, and braking performance

3.2.2.6 Handling performance and obstacle avoidance

3.2.2.7 Full load cooling performance

3.2.2.8 Transportability

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3.2.2.9 Ride quality

3.2.2.10 Vehicle instrumentation and data acquisition

3.2.3 The contractor shall analyze test instrumentation collected during vehicle tests at APG and provide a final test report.

3.2.4 The government anticipates the vehicle testing will occur from May 1 through September 30, 2013.

3.3 Field Services Support for Deployment (Option)

3.3.1 The contractor shall provide a maximum of 1500 full-time equivalent hours of subject matter expertise in deployment and logistics for deployed performance testing of one vehicle in Afghanistan.

3.3.2 The contractor shall be responsible for all deployment preparations, including CONUS Replacement Center (CRC) training as well as travel requirements specified in the Foreign Clearance Guide.

3.3.3 The contractor shall work with government operators and maintainers in Afghanistan to ensure the vehicle meets a minimum reliability of 85% (defined as the number of non-full mission capable hours divided by the total number of requested mission hours).

3.3.4 As specified in section 6.0, the government will provide air travel to/from CONUS and Afghanistan, local travel while in Afghanistan, and billeting and meals while deployed.

4.0 ESTIMATED EFFORT

4.1 Labor Hours/Categories

This section specifies the level of effort currently used and estimated for performance of these tasks.

BASE – 12 months

Task Area # of People Hours per Person

Total Estimated Hours

3.1 (Engineering, Fabrication, and Project Management)

10 96 960

3.2 (Performance Test Support) 5 267 1335

3.3 (Field Service Representative) 1 1500 1500

Total Estimated Hours: 3795

4.2 Required Experience

4.2.1 SKILL SET FOR 3.1 (Engineering, Fabrication, and Project Management)

• The work performed under section 3.1 of the PWS incorporates personnel with a range of skills that fit under the broad functionality of engineering and fabrication. Personnel must demonstrate one or more of the following skills:

o Demonstrated experience designing mechanical and electrical systems related to the OEM’s product line generally, and the MaxxPro 6x6 DXM in particular o Demonstrated experience fabricating, installing, and testing mechanical and electrical components related to the OEM’s product line generally, and the MaxxPro 6x6 DXM in particular o Demonstrated experience in project management, supervisory, and materials management tasks

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4.2.2 SKILL SET FOR 3.2 (Performance Test Support)

• Demonstrated experience making field-level adjustments to electrical and mechanical systems related to the OEM’s product line generally, and the MaxxPro 6x6 DXM in particular

• Demonstrated experience designing and installing/removing vehicle performance test equipment

• Demonstrated experience collecting, analyzing and reporting vehicle performance test data

• Demonstrated experience in project management, supervisory, and materials management tasks

4.2.3 SKILL SET FOR 3.3 (Deployed Field Service Representative)

• Demonstrated experience maintaining and performing field-level repairs of the modified MaxxPro 6x6 DXM MRAP vehicle in an expeditionary environment

• Demonstrated experience providing logistics-related services in support of a deployed MaxxPro 6x6 DXM MRAP vehicle with limited Government oversight

• Capable of meeting DoD-mandated training and deployment requirements as specified in the Foreign Clearance Guide and as required by the Individual Replacement Deployment Operations (IRDO) office at Camp Atterbury http://www.campatterbury.in.ng.mil/CivilianContractorDeploymentRedeploymentInfo/tabid/1101/Default.aspx

4.3 Key Personnel N/A

5.0 DELIVERABLES

5.1 The contractor shall deliver a final report outlining the results of vehicle testing conducted at APG within 60 calendar days following completion of all vehicle tests.

5.2 Monthly status report: A comprehensive progress report shall be delivered monthly to the Technical Point of Contact (TPOC). At a minimum, the report shall contain an overall test schedule completion and any potential problems encountered or lessons learned. An electronic submission will be provided to the Contracting Officer, Contracting Officer’s Representative (COR) and Technical POC (TPOC) within 10 business days from the end of the testing.

6.0 PERFORMANCE

6.1 Type of Contract:

The Government anticipates award of Time and Material (T&M) for services and firm fixed price (FFP) for spare parts, contract with cost reimbursable travel and Other Direct Charges allowed (advance approval from the COR required.)

6.2 Period of Performance

The period of performance (PoP) shall be for a period of 12 months from the date of the award.

6.3 Place of Performance

The primary place of performance will be contractor’s facilities and Aberdeen Proving Grounds (APG) in Aberdeen, MD. Field Service Representatives shall perform in Afghanistan.

6.4 Time of Performance

Monday through Friday 7:30 a.m. to 4:30 p.m. EST for testing and field service representative support.

6.5 Federal Government Holidays

The ten holidays are:

New Year’s Day Labor Day Martin Luther King Day Columbus Day Presidents’ Day Veterans’ Day Memorial Day Thanksgiving http://www.campatterbury.in.ng.mil/CivilianContractorDeploymentRedeploymentInfo/tabid/1101/Default.aspx

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Independence Day Christmas

6.6 Recall Process and Contingency Procedures

The Contractor is required to have a process where upon notification by the Government POC to the

Contractor's onsite PM (or contractor designee) the contractor will contact all contractor employees and verify back to the Government POC all employees were contacted and could be reached in case of an emergency. Verification that the process is in place and the contractor can execute in case of an emergency is not separately chargeable as a contract expense.

7.0 GOVERNMENT FURNISHED EQUIPMENT (GFE) AND FACILITIES

The following list of Government furnished equipment (GFE), information (GFI) and facilities (GFF) are provided:

Type Description Quantity GFE Electrically Conductive Silicone Caulk, 8 ounce SEM Kit, Nickel

Graphite filler 1 Lot

GFE Shielded wiring 1 Lot GFE Zip-Mesh-CU Tape 1.0" 1 Lot GFE 1/8" X 6 1/2" X 14" Sheet RF Absorber with adhesive backer 1 Lot GFE BattleJacket® self-sealing/self-healing coating application 1 Lot GFE 120 USG auxiliary fuel tank, right side mount 1 each GFE 80 USG auxiliary fuel tank, right side mount 2 each GFE Roundit 2000 Cu EM 5/8” and 1” (color BLACK) 1 Lot GFE Absorbing Sheets 1 Lot

8.0 HAZARDS INFORMATION.

There is no requirement for the contractor to handle any hazardous material.

9.0 SECURITY.

All work performed under this PWS shall be at the unclassified level.

10. IDENTIFICATION OF CONTRACTOR EMPLOYEES. N/A

11.0 GOVERNMENT RIGHTS. As specified in paragraph 252.227-7020, DFARS, “The Government shall have unlimited right in works first produced, created, or generated and required to be delivered under this contract.” The Government retains the right to all items produced in relation to their duties by personnel working under this contract. Deliverables are described in Attachment 1.

12.0 REPORTING OF CONTRACTOR SERVICES AND MANPOWER

Accounting for Contractor Services: The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address:

https://contractormanpower.army.pentagon.mil. The information to be reported is as follows:

1. Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative;

2. Contract number, including task and delivery order number;

3. Beginning and ending dates covered by reporting period;

4. Contractor name, address, phone number, e-mail address, identity of contractor employee entering data;

5. Estimated direct labor hours (including sub-contractors);

https://contractormanpower.army.pentagon.mil/

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6. Estimated direct labor dollars paid this reporting period (including sub-contractors);

7. Total payments (including sub-contractors);

8. Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different);

9. Estimated data collection cost;

10. Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information);

11. Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website);

12. Presence of deployment or contingency contract language;

13. Number of contractor and sub-contractor employees deployed in theater this reporting period (by country).

As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year. If contract performance is completed before 30 September, the data can be entered upon contract completion rather than waiting for the end of the fiscal year. Contractors may use a direct XML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor’s systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web site.*

*For in-theater contracts, requiring activities have the option of requiring more frequent reporting.

13.0 TRAVEL. Travel will be reimbursed IAW the applicable Joint Travel Regulations (JTR) and FAR 31.205-46 (a)(2). Contractor personnel may be required to conduct travel CONUS for temporary duty in support of performance of their duties. The COR may change or cancel a schedule trip on short notice. A Trip Report (see Attachment A) will be submitted to the TDD Chief and COR within 3 days of completion of travel. Location, number and destination of trips are unknown at this time.

14.0 TECHNICAL POINT OF CONTACT (TPOC) AND CONTRACTING OFFICER'S

REPRESENTATIVE (COR) CONTACT INFORMATION

TBD at the time of Contract Award

15.0 PAYMENT: The contractor shall bill the Government via Wide Area Work Flow (WAWF) on a monthly basis or as agreed upon based on achievement of performance milestones. Two in one or combo submissions shall be forwarded to the Contracting Officer and COR.

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ATTACHMENT 1: DELIVERABLES SCHEDULE

(See Section 3 and 5 of the PWS for more information)

Deliverable Frequency # of Copies Medium/Format Submit To

#1. Paragraph 5.1

FINAL TEST

REPORT

Due 60 business days following the completion of testing

Three copies

Submit electronically in MS Word

Contract Specialist/COR &

TPOC

#2. Paragraph 5.2

MONTHLY STATUS

REPORT

DUE 10

BUSINESS DAYS

FROM END OF

THE PREVIOUS

MONTH

Three copies

Submit electronically in MS Word

Contract Specialist/COR &

TPOC

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ATTACHMENT 2: PERFORMANCE REQUIREMENTS SUMMARY (PRS)

(See Section 3 and 5 of the PWS for more information)

1. Overview. This PRS summary identifies critical success factors for the contract. It identifies both the performance objectives for those factors and the performance threshold required for each performance objective.

The Government reserves the right to monitor all services called for in the contract to determine whether or not the performance objectives were met.

1.1 The PRS lists the performance objectives for the required service that the Government will monitor.

1.2 The absence of any contract requirement from the PRS shall not detract from its enforceability nor limit the rights or remedies of the Government under any other provision of the task order.

1.3 The PRS will be used as the baseline to develop a QASP. The QASP will identify the surveillance methods the Government will use to evaluate the Contractor’s performance.

1.4 Methods of surveillance can change after contract award based on, but not limited to:

• Acceptance of a Contractor QC plan, and

• Contractor performance.

2. Performance Evaluation. Performance of a service will be evaluated to determine whether or not it meets the performance threshold. Re-performance is the preferred method of correcting any unacceptable performance. The Contractor shall provide the COR a written response why the performance threshold was not met, how performance will be returned to acceptable levels, and how recurrence of the cause will be prevented in the future.

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3. Performance Requirements Summary (PRS)

Performance Objective (Perf. Obj.) Standard

Performance Threshold

Method of Surveillance

Perf. Obj. #1 – Accurate Reporting Monthly and Other Reports are timely and offer a comprehensive assessment of the task area.

Work products delivered in timely manner. Work products require minimal rewrite by Government or Contractor

On-Time Delivery 75% of the time.

Continuous Surveillance

Perf. Obj. #2 (Task 3.1) – Quality of Services provided

All vehicle modifications meet performance requirements

All vehicle materials meet performance-based task requirements. All workmanship is without defect. Modified vehicle is delivered to the Government in a timely manner

No evidence of major material or workmanship flaws. Minor flaws, if noted, are corrected within 5 days of delivery.

Final inspection by Government

Perf. Obj. #3 (Task 3.2) – Quality of Services Provided

Support personnel availability, Vehicle reliability during testing, and timely response to in-field vehicle setup changes

All required personnel are available at APG as agreed upon with the TPOC. Test equipment and data collection has no adverse impact on APG test schedules. Vehicle setup changes and minor repairs, if required, are made in a timely manner.

At least one test engineer is present during data collection and as agreed upon with the TPOC. All test equipment is installed and removed within 1 day of agreed upon milestone.

All vehicle setup changes are performed without adverse delay in Government’s test schedule.

Continuous surveillance by Government personnel; review of APG after action reports.

Perf. Obj. #4 (Task 3.3) – Quality of Services Provided

All required personnel are available to support deployed operations. Vehicle preventive maintenance and repairs are made in a timely manner.

Maintenance items supplied by the contractor are available when needed.

Personnel deploy within 1 week of agreed upon date with no errors or omissions in deployment-required paperwork. Less than 4 mission cancellations due to preventable maintenance or repair events.

Frequent surveillance by Government personnel; Review of contractor monthly status reports

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Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 0006 Destination Government Destination Government 0007 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP TBD N/A Navy Surface Warfare Center Dahlgren

5375 Marble Road, Hanger #2 Bldg 194 ATTN: Ryan Mead (540) 653-0214 Dahlgren, VA 22448

W904X5

0002 POP TBD N/A (SAME AS PREVIOUS LOCATION)

0003 60 days ARO N/A (SAME AS PREVIOUS LOCATION)

0004 90 days ARO N/A (SAME AS PREVIOUS LOCATION)

OPTION

POP TBD N/A (SAME AS PREVIOUS LOCATION)

OPTION

TBD N/A (SAME AS PREVIOUS LOCATION)

OPTION

POP TBD N/A (SAME AS PREVIOUS LOCATION)

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Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AMOUNT: $0.00

CIN W904X5: $0.00

CIN W904X5: $0.00

CIN W904X5: $0.00

CIN W904X5: $0.00

CIN W904X5: $0.00

CCaR Number:

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Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.204-7 Central Contractor Registration DEC 2012 52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.212-4 Contract Terms and Conditions--Commercial Items FEB 2012 52.212-5 (DEV) Contract Terms and Conditions Required to Implement

Statutes or Executive Orders—Commercial Items (Deviation)

JAN 2013

252.204-7004 Alt A Alternate A, Central Contractor Registration FEB 2013 252.212-7000 252.232-7010

Offeror Representations and Certifications-Commercial Items Levies on Contract Payment

JUN 2005

DEC 2006

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 -- Contract Terms and Conditions -- Commercial Items (FEB 2012)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

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

(d) Disputes. This contract is subject to 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 52.233-1, 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.

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(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—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 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.

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(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 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, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at 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—

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(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

21 or 62 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. 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 Government 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.

(9) The specification.

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(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 Government’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 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 of the FAR;

(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 FAR 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.

(End of Clause)

Alternate I (Aug 2012) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance.

https://www.acquisition.gov/

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(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

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

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

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

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

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

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

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(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualification s 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…