Amendment 00002 Page 2-45 RFQ HSCG8410QAAS202.doc

CONTINUATION SHEET

Amendment 00002 Replacement Page

NAME OF OFFEROR OR CONTRACTOR

Continuation to Block 16, Contract Management, of SF 1449

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The individuals listed below will be the Government points of contact during the performance period as follows:

a. The Procurement and Contracting Branch (pcb-4), U.S. Coast Guard, Shore Infrastructure and Logistics Center (SILC), 300 East Main Street, Suite 965, Norfolk, VA 23510-9113 will handle all contract administration. Communication pertaining to contractual administrative matters shall be addressed to the Contracting Officer, Ms. Wendy Culbreth, at telephone number 757-628-4824. Changes in, or deviation from, the scope of work will not be effected without a written modification to the contract as executed by the Contracting Officer.

b. The Contract Specialist/Administrator, Ms. Jessica Coltz, telephone number: 757-628-4490, serves as the point of contact between the Contractor, the Contracting officer, however does not have a warrant that provides the authority to contractually commit the Government:

c. The Contracting Officer's Technical Representative (COTR) is a Government personnel designated in writing by the Contracting Officer to act as technical advisor for the Contracting Officer for items within the scope of the contract. The COTR performs functions such as review and/or inspection and acceptance of supplies and services and of a technical nature. A designation letter will set forth the authorities and limitations of the COTR under the contract.

Continuation of SF1449 - Block 18b/Invoice Procedures The Contractor shall submit an original, facsimile, or electronic invoice for services rendered, to the following address:

Commander

Shore Infrastructure Logistics Center (pcb-4)

Attention: Contracting Officer

300 East Main Street Suite 965

Norfolk, VA 23510-9113

Fax Number: 757-628-4135

Email address: will be provided upon contract award

Simultaneously, the Contractor shall submit an invoice copy to the applicable COTR for certification. The COTR information will be provided upon contract award.

Invoice shall be submitted on a monthly basis; and only after completion of the monthly services, not prior to or during the actual performance period, unless prior arrangements have been made with the Contracting Officer’s approval.

NOTE: It is imperative that both the Contracting Officer and the COTR receive a copy of the invoice at the same time in order to process payment in a timely manner. NOTE: If the Contractor has e-mail capability, then invoices may be submitted via e-mail either as a Word document or an attached Excel spreadsheet to the designated Contract Specialist, COTR and Program Assistant. The contact information for the Contract Specialist, COTR, and Program Assistant will be provided at contract award.

Invoices shall be submitted only after services have been completely rendered, not prior to or during the actual performance period, unless prior arrangements have been made with the Contracting Officer. Contractor shall submit a proper invoice as identified in the paragraph below. An improper invoice will be rejected and contractor payment delayed. The invoice shall be itemized to correlate to the schedule of service herein. Each line item shall be identified separately providing for a subtotal and a total line item amount.

An improper invoice will be rejected and contractor payment delayed. The invoice shall be itemized to correlate to the schedule of services herein. Each line item shall be identified separately providing for a subtotal and a total line item amount.

A proper invoice must include contain the following items - -

1. Name and Address of the Contractor;

2. Invoice date

3. Contract Number, Contract line item number and if applicable the order number

4. Description, quantity, unit of measure, unit price, and extended price of the items delivered

5. Terms of any prompt payment discount offered

6. Name and address of official to whom payment is to be sent

7. Name, title, and phone number of person to be notified in event of defective invoices

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) Circular A- 125, Prompt Payment. Contractors are encouraged to assign an identification number to each invoice.

Continuation of SF 1449 - Blocks 19 through 24/Schedule of Supplies/Services

Services Required/Place of Performance: The Contractor shall furnish all labor, material, and equipment to provide and operate vessel or vessels in support of the U.S. Coast Guard Aviation Training Program at U.S. Coast Guard Air Station Atlantic City, NJ for a Base Period of one (1) year plus four (4) one-year option ordering periods, if exercised, in accordance with the Statement of Work, all the terms and conditions of the contact, and in accordance with the following:

INDEFINITE DELIVERY REQUIREMENT TYPE CONTRACT

Base Ordering Period : 15 August 2010 through 14 August 2011

Quantity

Option Year One Ordering Period : 15 August 2011 through 14 August 2012

Option Year Two Ordering Period : 15 August 2012 through 14 August 2013

Option Year Three Ordering Period : 15 August 2013 through 14 August 2014

Option Year Four Ordering Period : 15 August 2015 through 14 August 2016

Note: The unit price for this requirement shall only include the cost for a standard training block. The standard training block will include TWO (2) hours of contract vessel on scene time, not transit time to/from the training site from the contractor’s mooring/docking location. As a result, the contractor will only be paid for the actual training blocks used under this contract. The Government will not be obligated to pay the contractor for unused training blocks under this contract.

Statement of Work

1.0 Introduction: The U.S. Coast Guard Shore Infrastructure Logistics Center (SILC) is acquiring vessel or vessels to support the Aviation Training Program at the U.S. Coast Guard Air Station Atlantic City, NJ. The contractor will be responsible for providing all necessary management, supervision, personnel, labor, materials, fuel, and equipment necessary for the vessel(s) to support helicopter hoisting with Air Station Atlantic City. For the purposes of the Statement of Work, the evolution type discussed will be performance requirements necessary to support helicopter hoisting operations.

2.0 Background: U.S. Coast Guard Air Station Atlantic City’s mission is to maintain aircrew proficiency by conducting helicopter hoists of equipment to and from underway vessels, helicopter delivery and recovery of rescue swimmers, and aerial delivery of dewatering pumps and other equipment to the water. These skill sets require both initial and proficiency training for Coast Guard pilots and aircrews. In the past, this requirement was fulfilled using Coast Guard small boats and patrol boats. The U.S. Coast Guard’s increased operations commitments have reduced the availability of Coast Guard small boats and crews to provide support for the required aviation training.

3.0 Scope: The contractor shall provide and operate a vessel or vessels that will be required to support helicopter hoisting and aerial delivery evolutions by Air Station Atlantic City.

4.0 Applicable Documents:

4.1 In each of the publications referred to herein, consider the advisory provisions to be mandatory, as though the word, “shall” had been substituted for “should” wherever it appears. Interpret references in these publications to the “authority having jurisdiction,” or work of similar meaning, to mean the Contracting Officer.

4.2 The below list of applicable documents is supplied to assist contractors in determining pertinent regulations and shall not be considered all-inclusive

5.0 Technical Requirements:

5.1 Helicopter Hoisting and Recovery Training Vessel Description:

The contracted training vessel for helicopter hoisting and recovery training shall have the following characteristics:

● No shorter than 38 feet and no longer than 50 feet

● Have a beam of no less than 11 feet and no greater than 16 feet

● Have a gross vessel weight of at least 10 tons

● Have a minimum draft of 4 feet (an extremely shallow draft vessel is undesirable due to drift characteristics when subjected to rotor downwash)

● Have no permanent structures protruding higher than 25 feet above the water line which cannot be quickly stowed (e.g. antennas)

● Must have a minimum deck area of 64 square feet on the aft (fantail) portion of the vessel to allow two crewmembers to safely conduct training/hoisting operations with a basket lowered from the helicopter. Deck area must be free of all obstructions.

● Must be capable of maintaining of heading of +/- 10 degrees at a speed of between 5-10 knots for a period of 1 hour while operating under a large helicopter producing 90 knots of rotor downwash in varying sea states and winds.

5.1.2 Other Characteristics: The vessel(s) must also meet the following characteristics regardless of training evolution:

· Must be capable of easily recovering personnel or floating equipment from the water

· Must be capable of maintaining at least 10 knots transit speed for minimum of 3 hours; 15 knots for 3 hours is desired

5.2 Vessel Equipment: The vessel shall have, at a minimum, all equipment required by law including a fathometer, radar, VHF-FM multiple frequency capable 2-way marine radio with specified frequencies/channels (13, 16, 21, 22, 23, 81, 83) and minimum ranges (20 NM), a cellular phone for secondary communications to the Air Station Atlantic City Operations Center, GPS, and a long-distance high-beam search light (fixed or hand-held). A radios headset or other equipment/technique is required to demonstrate that the operator can hear radio communications between the training boat and helicopter while a helicopter is directly overhead the vessel. In air temperatures between -2 degrees C to 0 degrees C (28 degrees F to 32 degrees F), the crew must be able to operate for 30 minutes then receive 15 minutes of “warm up” in the heated cabin before resuming training exercises.

5.3 Vessel Responsibility and Accountability: The contractor shall retain full responsibility and accountability for the vessel(s) during non-contract hours and shall provide all vessel maintenance. The contractor shall assume full responsibility and accountability for the vessel(s) during contract hours, including preparation, fueling and cleanup time. The contractor shall be responsible for any repairs caused by negligence or abuse of contractor employees or employees of subcontractors. The contractor shall maintain all mandatory Federal and State licenses, permits, and insurance applicable to the contractor’s business. The vessel(s) shall be documented by the U.S. Coast Guard National Vessel Documentation Center.

5.4 Safety: The vessel shall be outfitted with a contractor-furnished first aid kit and approved Type III personal flotation devices for crew and passengers. Survival suits shall be provided by the contractor as needed for crew members allowing them to operate on the weather deck/under rotor downwash continuously in cold temperatures. The contractor shall provide helmets, goggles, and hearing/ear protection, for use by crew members during helicopter hoisting operations. Anticipate that static electricity charge from the helicopter will be encountered. The vessel shall demonstrate the means to dissipate electrical charge through grounding wand to the water or to the vessel. The contractor shall operate and maintain the vessel, as well as all equipment and systems, in accordance with the original equipment manufacturers technical manuals and specifications, U.S. Coast Guard regulations, and any applicable federal, state, and local regulations. The contractor shall instruct the Government of any hazards or unsafe conditions as they embark or disembark the vessel(s). The contractor shall report all incidents in which there is any injury to personnel or damage to Government’s property to the COTR and Contracting Officer within two (2) hours of any incident.

5.5 Required Docking/Mooring: The contractor will also be responsible for providing docking/mooring facilities for their vessel. The vessel shall be located within a one-hour transit time from the geographical area of operation, see paragraph 5.7 Area of Operations.

5.6 Normal Schedule: The schedule for Monday-Friday will be available for the Contractor by COB on Thursday of the preceding week. Due to the dynamic nature of scheduling aircraft training events, times and days may be adjusted on a day-to-day basis. Prior to departure for any training event, the contractor will contact the Air Station Operations Center one hour prior and confirm that the training event is still scheduled. The Contractor is required to be at the operational site within 10 minutes of the prescribed scheduled time. Typically the Contractor will be required to provide services four days a week. The vessel will be available from Monday-Friday from 8:00AM to 1:00AM. Operations will typically be conducted for periods of 3 hours to 6 hours in duration, not to exceed twelve hours in any 24 hour period. The boat crew shall also have a minimum 12 hour rest period within the 24 hour period. The contractor is responsible for advising the Government when the operations are approaching the maximum 12 hour operational period inclusive of transit time to and from the operational area. There will be weeks where higher than average or lower than average underway time may be requested which can be predicted to a high degree of accuracy and provided to the Contractor for planning purposes.

5.7 Area of Operations: The contract vessel(s) shall be homported/moored in area located no greater than 20 nautical miles from Atlantic City. The area of operations shall encompass a 10 nautical mile radius from the contracted vessel(s) homeport to include 10 nautical miles seaward.

5.8 Operational Log: The contractor shall maintain a log of all operations, which include dates, locations, times, duration and type of evolutions being performed. The log shall be sent to the Air Station Atlantic City COTR within 3 days of the previous operational week’s end.

5.9 Weather Criteria: The minimum weather for completing the work shall be 500-2 (cloud ceilings greater than 500’ with a minimum of 2 statute miles of visibility), unless evaluated and waived by the Atlantic City Operations Officer. Winds shall not exceed 40 knots sustained, or gust-spreads no greater than 20 knots. The contract vessel must be capable of completing training requirements in sea states of up to 4 - 6 feet. The minimum temperature training limit for boat hoisting is 28° F/-2° C. At this temperature sea water freezes, posing potential icing hazards to both helicopter and boat crews. The contractor may cancel/limit the extent of training if safety is adversely impacted in temperatures above this limit or other environmental factors exist. The government will assume no responsibility for any understanding or misrepresentations concerning conditions made by any of its officers or agents prior to the execution of the contract, unless included in the request for quotes, the specification or related documents.

5.10 Function/Tasks: The contractor shall support training operations for the hoisting and/or deployment of equipment from government aircraft. These objects may be delivered directly to the contract vessel or dropped into the water for retrieval. The contractor shall also serve as an on scene search and rescue asset during helicopter rescue swimmer deployment evolutions and helicopter approaches to the water. The training to be conducted will be both initial for new aviators/aircrews and proficiency maintenance for experiences aviators/aircrews. The area shall include the waters extending out 5 nautical miles from the shoreline. The Contractor will be required to provide support services five days per week, but should be available based on a 7 day work week for a period of 50 weeks per year, totaling 250 working days per year.

5.11 Communication Procedures: The government shall provide/assign VHF communication frequencies for contractor use/ The contractor shall provide a cellular phone on board for secondary communications with the Air Station Operations Center.

5.12 Communication during Operations: The contractor shall ensure that the vessel contacts an appropriate Coast Guard communication facility at intervals no to exceed 30 minutes while engaged in aviation training services.

5.13 Pre-Award Inspection and Evaluation: A successful quote by a potential contractor will require an inspection and underway/on-scene evaluation of performance characteristics to ensure that the vessel meets the requirements indicated in this Statement of Work. Contractors shall anticipate background checks of personnel operating the vessel. Additionally, personnel operating the vessel will be encouraged not to discuss specifics of Coast Guard training characteristics or training performance with personnel outside the government.

5.14 Cancellation Policy: Operations, maintenance, or other issues could force cancellations of previously scheduled training events. In the event that a cancellation is anticipated with greater than 24 hours notice to the contractor, no cost will be incurred by the Coast Guard for that mission. If cancellation occurs with less than 24 hours, from the previously agreed upon start time of a training event, the Coast Guard agrees to pay 50% of the cost of the training event which is cancelled. The Air Station Flight Schedules Officer will communicate the cancellation via email and cell phone, to the point of contacts provided by the contractor. If no answer or reply is received when an attempt is made, voice mail or email shall suffice for informing contractor of cancellation.

6.0 Deliverables:

7.0 Personnel Requirement Qualifications:

7.1 Personnel: All contractor personnel are required to be U.S. citizens or legal residents of the United States, at least 18 years old, and able to read, write, and speak English fluently.

7.2 Point of Contact: The contractor shall provide a point of contact that shall be available to discuss work performed under this contract during the normal working day (8:00 AM to 4:00 PM local time) and during periods of underway time. The point of contact shall be able to read, write, and speak English fluently. The name(s), telephone numbers and address of the point of contact shall be provided to the Contracting Officer and COTR with the proposal.

7.3 Crew: Minimum vessel crew shall consist of a coxswain and two deckhands. The crew shall be currently trained in rescue techniques and water survival. Each of the crew members shall be capable of operating and maneuvering the vessel during helicopter hoist operations and for aerial delivery equipment pickup as well as any required rescue operations. The training vessel shall also be able to accommodate one Coast Guard member during certain designated training situations.

7.4 Master/Captain: The captain shall be licensed by the Coast Guard to operate uninspected passengers vessels as defined in 46 U.S.C. 2101 (42) Upon Near Coastal Waters Not More Than 100 Miles Offshore, at a minimum, for the size of the vessel being operated, including the carriage of six passengers, and shall be qualified in CPR.

7.5 Deckhands: The deckhands shall be knowledgeable in shipboard operations, rigging for helicopter operations, recovery of dropped gear, and deck seamanship. Training in procedures for helicopter operations will be provided by the Coast Guard.

7.6 Background Investigation: Only employees with an affirmative background investigation, certified by the contractor, shall be employed under this contract. An affirmative background investigation must be documented and provided to the Contracting Officer before placement of any personnel. At a minimum, background investigations shall include: a criminal investigation, including convictions of domestic violence, child abuse and drug offenses. Contractor shall not employ any employees under this contract who have been convicted of a felony, a General Courts Martial conviction, discharges from the Armed Forces with “Other Than Honorable Conditions Discharge,” or adjudicated mentally incompetent. All employees must be U.S. citizens or resident aliens with work permits.

Affirmative Background Investigation Documentation: The contractor shall require each employee to complete and sign a SF-85, “Questionnaire for Non-Sensitive Positions and Authorization for Release of Information: (online at http://www.opm.gov/forms/pdf_fill/SF85.pdf). The contractor shall forward a completed copy of the SF-85 along with an affirmative background investigation statement described below for each employee. Background investigations shall be at the contractor’s expense. Only viable resources shall be used to conduct background investigations, e.g.: National law Enforcement Telecommunications System (NLETS); Federal, State and Local criminal justice investigation services; Department of Motor Vehicles; Federal and State Departments of Justice, etc. If background investigations are to be conducted as part of the State-licensing program, certification must include the results of the investigation and the areas considered in the background investigation. Upon conclusion of an affirmative background investigation, the contractor shall certify in writing which resources were used to conduct the investigation and the employee meets all the requirements of this paragraph.

7.7 Liability Insurance: The contractor is responsible for ensuring they have adequate liability insurance coverage under FAR provisions 28.306. In addition, the contractor shall provide proof of third party liability insurance that covers up to a minimum of $1,000,000.00 in personal injuries and property damages. This insurance shall be provided with the contractor’s proposal.

7.8 Orientation Briefing & Training: The government shall provide an orientation brief and initial training for key contract personnel prior to the contract start date. The orientation and trainings will include at a minimum safe boating practices, vessel hoisting operations, rescue swimmer operations, and dewatering pump delivery operations, etc. The government shall also provide semi-annual refresher training on the same items.

8.0 Administration:

8.1 Performance Evaluation Meetings: The contractor provided weekly operational log will be used to verify the contractor’s timely arrival on station. If the contractor fails to meet the scheduled training events or is unable to complete the training activity, the frequency of not fulfilling the scheduled requirements may be the basis for a deduction in the charter hire. Meetings between the contractor and the unit’s Operations Officer and/or unit representative will be held at least twice a year at Air Station Atlantic City to review the contractor’s performance.

8.2 Commencement, Prosecution, and Completion of Work: Upon acceptance the contractor shall commence work NLT five (5) days after notice to proceed and work diligently to complete the entire work ready for use by 45 days after contract award.

8.3 Site Visit: All bidders are strongly encouraged to visit Air Station Atlantic City to verify any/all quantities before submitting bids. Interested parties shall make arrangements for a site visit through the Air Station Atlantic City Aviation Standardization (STAN-O) Officer; (609) 677-2095.

8.3 Designated Contracting Officer’s Quality Assurance Evaluator (QAE): The designated contracting officer’s QAE and Point of Contact for this project is the Aviation Standardization Officer (STAN-O); (609) 677-2095. Inquiries concerning any phase of the specification before or after award shall be made to Aviation Standardization Officer.

8.4 Upon Awarding of the Contract: The contractor must immediately notify the contracting officer’s QAE representative of his/her intended start date. The work shall be done in accordance with the specification.

8.5 Upon Completion of Work: Contact the Contracting Officer QAE Representative to arrange for inspection/acceptance of work.

8.6 Oral Modification: No oral statements of any person other than the contracting officer shall in any manner or degree, modify or otherwise affect the terms of this contract.

Continuation of SF1449, Block 27, FAR Clauses

52.212-4 Contract Terms and Conditions—Commercial Items (June 2010) ADDENDUM IAW FAR 12-302(d)

(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.

Paragraph (a), Inspection/Acceptance, is modified to add the following:

Inspection under this contract will be accomplished by the Contracting Officer’s Technical Representative (COTR) in accordance with the Statement of Work.

The place of acceptance on the Government’s behalf for services or supplies furnished under this contract is as follows: Contracting Officer (pcb-4), Shore Infrastructure Logistics Center (SILC), 300 East Main Street, Suite 965, Norfolk, VA 23510-9113

(3) All contract administration will be effected by the Shore Infrastructure Logistics Center (pcb-4), 300 East Main Street, Suite 965, Norfolk, VA 23510-9113. Communication pertaining to contractual administrative matters shall be addressed to the Contracting Officer. Changes in, or deviation from, the scope of work will not be effected without a written modification to the contract as executed by the Contracting Officer.

The Contract Specialist/Administrator serves as the point of contact between the Contractor, the Contracting Officer and the Contracting Officer’s Technical Representative (COTR). The COTR is a Government personnel designated in writing by the Contracting Officer to act as technical advisor for the Contracting Officer for items within the scope of the contract. The COTR performs functions such as review and/or inspection and acceptance of supplies and services and of a technical nature. A designation letter will set forth the authorities and limitations of the COTR under the contract.

(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 Government wide 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.

(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.

(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 as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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.

(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 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

FAR Clause 52.212-4 is modified to add the following new subparagraphs:

(u) 52.204-1 Approval of Contract (Dec 1989) This contract is subject to the written approval of Contracting Officer SILC (pcb-4) and shall not be binding until so approved.

(v) ) FAR 52.216-18 Ordering (Oct 1995) *** Fill In:

(a) contract effective date

Last day of any subsequent option periods, if exercised by the Government.

(w) FAR 52.216-19 -- Order Limitations (Oct 1995)

***Fill In:

(a) $100.00

(b) (1) $500,000.00; (2) $1,000,000.00; or (3) 5 days

(c) No fill in

(d) 5 days

(x) 52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 1 August 2016.

(y) FAR Clause 52.217-8 -- Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days prior to contract expiration.

(z) FAR Clause 52.217-9 -- Option to Extend the Term of the Contract (Mar 2000):

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(aa) FAR 52.228-5 -- Insurance-Work on a Government Installation (Jan 1997):

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government’s interest shall not be effective --

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors’ proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(ab) FAR 52.209-8 Updates of Information Regarding Responsibility Matters (Apr 2010)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by entering the required information in the Central Contractor Registration database at http://www.