ID08150062_NPS_BNHP_P M H Service and Repairs_SOW_A3_Track Changes.doc

GSA – Federal Acquisition Service

Rocky Mountain Region

Denver Federal Center

Bldg. 41, Room 145

Denver, CO 80225

Statement of Work National Park Service (NPS)

Boston National Historical Park (BNHP) Plumbing/Mechanical and Heating Systems Service and Repair Scope:

This contract is for facility maintenance requirements at the National Park Service (NPS), Boston National Historical Park (BNHP). The Contractor shall maintain Mechanical Systems and Plumbing Systems 24 hours a day 7 days a week to operating condition standards as well as providing Preventive Maintenance for Boilers at the BNHP and its designated sites; Charlestown Navy Yard, Bunker Hill Lodge and Bunker Hill Museum. All materials tools and equipment necessary for the performance of this requirement shall be furnished by the Contractor.

The contractor shall provide qualified personnel, transportation, materials, equipment, supplies, supervision for the maintenance repair, upgrades and replacement of equipment and controls, in addition to other items and services necessary to perform maintenance and repair of Mechanical and Plumbing Systems as listed in Table A: List of Building/Facilities for 24 hours a day 7 days a week (24/7).

The contractor shall be responsible for the work the Park service staff is not capable of performing due to low staff and or licensing requirements. Although Park service staff is capable of replacing pumps, motors, electrical devices, and non-critical components. The contractor shall be responsible for all these services in addition to welding, cutting, natural gas fitting, HVAC and plumbing component repairs and installation.

Period of Performance:

The period of performance is from time of award, and consists of a Base Year and Four Option Years.

Roles and Responsibilities:

Identification of all government personnel:

Contracting Officer (CO): Kirsten Green, 303-236-2861, kirsten.green@gsa.gov Contract Specialist (CS): Jessica Miller, 303-236-2676, jessicas.miller@gsa.gov GSA Program Manager (PM): Marlene Florman, 303-868-3391, marlene.florman@gsa.gov NPS Contracting Officer’s Representative (COR): To be provided upon award

TASKS

TASK 1: PREVENTATIVE MAINTENANCE OF BOILERS AND HEATING SYSTEM The contractor shall provide maintenance services to allow proper and reliable operation of mechanical systems. Examples of preventative maintenance items are, but not limited to: Pipe fitting, heating, boilers, actuators, valves, heating and cooling cores, blower fans, and non-domestic water.

There is no preventative maintenance on the plumbing; toilets sinks, domestic water.

Scheduled Preventative Maintenance:

Annual, Semi-Annual, Quarterly Preventive Maintenance: to provide maintenance, repair and replacement of the mechanical and plumbing systems within the Park to ensure that such systems are fully operational in protecting the Park’s resources as further described herein.

System Parameters

Mechanical maintenance services shall generally include items that support the daily operation of the facility, particularly providing heating, cooling, and other mechanical processes to support personnel and equipment. This Task includes but is not limited to the following mission-specific systems, equipment, and components:

· Chillers

· Pumps

· Industrial piping

· Plumbing systems

· Valves

· Humidifiers/Dehumidifiers

· Filter units

· Ventilation (supply, return, and exhaust)

· Fan Coils

· Condensing Units

· Heat Pumps Maintenance for the purposes of this Task is defined to include operational inspections of these systems, equipment, and components as well as mandated tests, purges, and other regular maintenance. Scheduled maintenance services are those which are planned, scheduled, and executed on a periodic basis in order to maintain or replace components that are eventually designed to wear out, in order to extend the life of those components, and to extend the mean time to failure of the serviced equipment. Scheduled maintenance services shall include all consumable parts and materials, remedial repairs, labor, and expenses. Scheduled maintenance shall include thorough cleaning, adjustments, services, and recommendations for support of covered systems and equipment. The Contractor shall provide scheduled maintenance to OEM specifications to maintain systems and equipment to operational condition and to a level to keep any equipment warranties active.

The contractor shall supply / furnish the Government with all labor, equipment and materials to perform preventive maintenance service to the boilers and heating systems listed below in Table B Annual PM Service to be performed for each of the listed boilers, exact dates will be mutually agreed upon by the contractor and the COR. However, the three (3) Burnham boilers in Bldg. 4 require 3 PMs annually.

The first of the 3 PMs shall be performed three (3) months after startup but no later than January. Exact days to be mutually agreed upon by the contractor and the COR.

The second PM, service shall be performed six (6) months after startup but no later than Apr. Exact days to be mutually agreed upon by the contractor and the COR.

PM shall include periodic inspections; replenishing supplies; regular tests and analysis, and repair or replacement of parts due to normal wear and tear. PM shall also include all required inspections of monitored and regulated equipment (such as boilers and pressure vessels), to include and necessary certifications or tagging’s.

When required by a maintenance activity or at the request of the Government, maintenance that may disrupt the site or disturb site require the contractor to coordinate these actions with the COR at a minimum (24 hr.) twenty four hour notice.

Minimum technical standards and PM guidance for covered systems and equipment shall follow industry best practices and OEM recommendations for PM on that equipment. Additional services may be required that are not fully delineated herein, and the Contractor is expected to provide full PM services to keep the equipment in operational condition to industry best standards.

Contingency Operations

In the event of an equipment failure, the Contractor shall repair the affected equipment within eight (8) hours to serviceable condition, or provide an alternate temporary solution. Alternate temporary solutions may include temporary replacement equipment needed to allow supported equipment to continue operating.

Repair of Damages

Damages shall be repaired to like-new condition. Finished surfaces shall be repaired to match existing adjacent surfaces (to include concrete floor and epoxy coverings). Damages shall be repaired within three (3) calendar days.

TASK 2: SERVICE CALLS/REPAIRS/EMERGENCY, PLUMBING/MECHANICAL AND HEATING SYSTEMS

SERVICE CALLS

Service Calls include, but are not limited to the following; respond, troubleshoot, diagnosis, and repair, plumbing and heating failures associated wiring, devices, fixtures, piping and equipment required to bring the systems to proper working orderShould a fix not be completed on initial Service Call, contractor shall reschedule a new Service Call.

Service calls initiate unscheduled maintenance, repair and replacement of the mechanical and plumbing systems within the Park to ensure said systems are fully operational.

For all calls, service or emergency, the Contractor shall check in with the COR/Maintenance Mechanic Supervisor when they arrive and leave, and notify of what was fixed, not fixed, or the plan to fix the repair.

Service Call Parameters

The Contracting Officer Representative (COR) is responsible for approval of all Service Calls $3,500 and less. The Contracting Officer (CO) is responsible for approval of all Service Calls over $3,500 with COR technical input.

Service Call Approval Submission

Service call submission requires CO and or COR approval. To obtain approval the Contractor shall submit via email to Contracting Office and COR a FFP quote detailing proposed work, source obtained from and price is required. In addition, the Service Call submission shall identify any impact to building operations; any contingency plans to address these impacts and methods for system restoration.

In instances a Service Call increases the monthly FFP a forward price agreement must accompany the Service Call quote submission to price the change order. For example when a Service Call adds additional equipment the maintenance of that equipment is added to the FFP to maintain the new equipment and may increase the FFP. This FFP increase needs to be priced beforehand. In rare instances a request for equitable adjustment after Service Call approval maybe acceptable at CO discretion.

Service Call Completion

Upon completion of the work, request final Government Acceptance and send email to COR and Contracting Office. Upon Government acceptance provide evidence to the COR, contracting office and submit with invoice. If Government does not receive the proper documentation, invoices submitted for this Service Call will not be approved for payment.

The Government has established Materials/Equipment at a Not-To-Exceed (NTE) amount for payment. If additional funds are required, the Contractor must seek modification for increase prior to approval. If the NTE is exceeded without modification and/or approval, the Government reserves the right to reject invoices for service calls in excess of the established NTE amount.

REPAIRS

Work beyond testing and inspection, and the parameters of the Service Calls will require prior approval of the Contracting Officer. Such needed work will be documented in writing with firm fixed prices established for each repair and submitted separately from the annual testing and inspection to the COR.

The contractor shall supply/furnish the Government with 24/7 emergency repair service for, heating, hot water, pipefitting and plumbing repairs.

Technician will be on call 24 hours a day for plumbing and boiler / heating emergency repair and maintenance.

The Contractor will respond to emergency calls within ONE (1) hour of receipt of the call.

Definition of Repair/Service calls includes, but is not limited to: Response, diagnosis, repair and provide the materials required for repairing and bringing the mechanical and plumbing systems to proper working order with a minimum down time of Systems. Duration of the repairs shall be coordinated with the COR.

EMERGENCY CALLS

Any condition that will affect the life, safety and health of personnel or result in destruction or the permanent damage to resources.

Contractor will respond to emergency calls within ONE (1) hour of the call.

A lead contact name and 24 hour on-call contact number/s shall be supplied by the contractor to the COR and Contracting Officer.

REQUIREMENTS OF PM, INSPECTIONS AND TESTING:

Annual Semi Annual Quarterly PM Inspections and Testing:

Perform all work to ensure complete systems inspection and testing according to the manufacturer’s requirements and those of the NEC, NFPA, Massachusetts State Fuel Gas Plumbing Codes, ASME and UL, to insure that the systems are fully operational in protecting the Park’s resources. Note in order to complete the Annual, Semiannual Quarterly Inspections for all buildings under this scope of work.

The Contractor shall give the COR twenty four hour notice for non-emergencies prior to starting any work. The Contractor shall report to the Maintenance Supervisor at Building #107 3rd Ave daily to log the time the contractor started work, the location of the work being performed and the reason for the work being performed. The Contractor shall report to the Maintenance Supervisor at Building #107 3rd Ave daily at the completion of their work day and the Maintenance Supervisor will record the time the Contractor stopped work for the day. The Contractor shall provide daily to the Maintenance Supervisor an invoice of the hours and work performed.

Confined Spaces: Technician will hold appropriate OSHA Certification and comply with all OSHA standards for entering any confined space or areas marked confined space that the technician may have to gain access to in relationship to all work outlined within this contract.

All PM, inspections, testing and repairs shall comply with the manufacturer’s requirements and those of the NEC, NFPA, Massachusetts State Fuel Gas Plumbing Codes, OSHA, ASME and UL.

Technician shall hold appropriate Massachusetts Certification or Massachusetts Board of Licensures issued and current licenses for all work performed.

Systems requiring shutting down or taking out of service shall require that the contractor coordinate these actions with the COR. This is to ensure that the occupants of the buildings and facilities daily operations are not disrupted. If the daily operations are to be disrupted the building and facility occupants shall require a minimum (24 hr.) twenty four hour notice.

ADDITIONAL REQUIREMENTS

SECURITY

While in private residences, collections storage and sensitive areas within the Park the Contractor shall be escorted by a National Park Service employee at all times. Service technicians shall have identification credentials displayed and or wear a company uniform with company name and employee name visible.

Representatives of contractor’s office shall be allowed to park vehicles in areas designated by park personnel.

Contractor personnel or equipment shall not come in contact with any furniture, artifacts etc. at any time. There shall be no use of any tobacco products or consumption of any foods or liquids unless directed by park personnel. If smoking materials are to be used, the technician shall ask for direction from the park personnel. The same applies to all foods and liquids.

No technician at any time shall be permitted to drill, nail, screw, remove, etc. any piece or pieces of historic fabric.

CONTRACTOR’S USE OF PREMISES

Contractor may only park NPS authorized vehicles inside the BNHP Charlestown Navy Yard in public parking areas in a manner which does not interfere with site visitors or site employees. The contractor is responsible for their vehicles and equipment if they are to park on City owned streets at locations outside of the BNHP.

Public restrooms will be available for the contractor employees to use. Common housekeeping rules apply; use of facilities may be prohibited if determined by COR.

All work shall be completed in such a way as to create no damage and to protect the surrounding property, collections, fabric, etc.

RESTRICTIONS

No wireless devices are to be integrated into any existing systems and/or any expansion of any system. Each device associated with each system shall be physically connected by hard wire to the associated control panel or hard wires leading to control panel.

No food, liquids, or tobacco products shall be permitted inside any of the afore-mentioned properties without the approval of the COR. The COR or any representative of the park service will direct the contractor/technician as to where he or she is allowed to have food, liquid, or tobacco products.

All trash should be properly disposed of by the Contractor by taking it with them at the end of the day.

No drilling, cutting, scraping or fastening to any fabric is allowed at any of the aforementioned properties without approval from the COR. This approval can only come from the COR, no other park personnel has the authority to approve.

To maintain the visitor experience, the staff to provide tours, and the safety for all involved, NO active listening devices such as radios, iPod’s, or devices requiring the use of ear buds shall be permitted at any of the afore-mentioned properties.

No physical contact with historic artifacts is permitted without the approval of the COR.

Contractors shall not present themselves implied or otherwise, as a National Park Service Employee. All questions or concerns should be immediately directed to the COR.

Firearms in National Parks - The law governing possession of firearms inside a national park changed on February 22, 2010. Visitors may possess firearms within a national park unit provided they comply with federal, state, and local laws. The role of the responsible gun owner is to know and obey the federal, state, and local laws appropriate to the park they are visiting. For more information about Massachusetts gun laws please visit their website. Please remember that federal law prohibits firearms in certain park facilities and buildings. These places are marked with signs at public entrances.

DELIVERABLES

Provided to the COR via an internet accessible database

COR

INVOICE

Invoice Submission

The Contractor is required to submit invoices electronically at the following website:

https://finance3.gsa.gov/defaultexternal.asp This electronic invoicing is in lieu of submission via U.S. Mail. Hard copy invoices will not be accepted. The website above provides registration/password instructions. Questions can be directed to GSA Finance Customer Support at FW-paymentSearch.Fiance@gsa.gov or call (817) 978-2408.

In addition, the Contractor is required to upload a copy of its invoice, including all backup documentation into ITSS to facilitate prompt payment. ITSS is GSA FAS’s business systems portal. The invoice and ITSS process/registration can be discussed in more detail at Contractor request.

Invoice Requirements

All invoices must identify the specific contract line item number (CLIN), POP, description, the billing rate and applicable units executed. One (1) invoice a month should be submitted on a monthly basis and are required to be submitted in a timely manner. The invoice shall encompass all CLINs in which work was performed and accepted under to include completed Service Calls. Invoices shall be submitted for Service Calls only upon completion and acceptance of the work. A separate invoice shall be submitted for any Service Calls approved during prior periods of performance to ensure accurate payment/processing. Invoices that do not meet the minimum requirements will be rejected.

1. Invoices shall be submitted electronically only, to the designated billing office specified in this order.

2. Invoices must include the Accounting Control Transaction (ACT) number which will be provided at time of contract award.

3. In addition to the requirements for a proper invoice specified in FAR 52.212-4 (g) and the Prompt Payment clause, FAR 52.212-4(i)(2) , the following information or documentation must be submitted with each invoice:

Contract Number: To be provided

ACT Number: To be provided

ITSS Project Number: ID08150062

Project Title: National Park Service (NPS) Boston National Historical Park (BNHP) Plumbing/Mechanical and Heating, Service and Repair

PRICE:

This contract is issued to furnish all supplies and services necessary to complete the requirements as shown in the SOW.

Base Year

Option Year 1

Option Year 2

Option Year 3

Option Year 4

Firm-Fixed-Price (FFP) Line Item–0001, 1001, 2001, 3001, 4001:

Include Task 1 Preventative Maintenance requirements in FFP quote.

Time-Material Price Line Item–0002, 1002, 2002, 3002, 4002: Refer to Task 2

U.S. DEPARTMENT OF LABOR WAGE DETERMINATION

U.S. Department of Labor (DOL) Wage Determination (WD) WD 05-2262 Rev. 20 7/8/2015 (http://www.wdol.gov/sca.aspx or http://www.wdol.gov/wdol/scafiles/std/05-2262.txt?v=20) is applicable to the first year of the contract only, unless no revisions are made by the Department of Labor. If revisions are made, the current Wage Determination will be incorporated into the contract upon exercise of an option period.

PLACE OF PERFORMANCE

Preventive Maintenance and repair services shall take place at the following National Park Service locations:

Table-A: List of Building / Facilities:

The below sites are occupied by staff and the public 24/7.

At Locations:

Boston National Historical Park

1st Ave

Boston, MA

617-242-5037

The below sites are occupied by staff and the public during seasonal schedules (http://www.nps.gov/bost/planyourvisit/hours.htm)

Bunker Hill Lodge

Monument square

Boston, MA

617-242-5037

Battle of Bunker Hill Museum

Monument Square

Boston, MA

617-242-5037

WW II Ship

CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS

(MAY 2015)

(a) Inspection/Acceptance.

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

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

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

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

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

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

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

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

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

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

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) The due date for making invoice payments by the designated payment office is the later of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

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

(i) Hourly rate.

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

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

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

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: Each service call must list separately the elements of other direct charge(s) for that service call.

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: Each service call must list separately the fixed amount for the indirect costs and payment schedule.

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost—

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

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

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) 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.

(9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(10) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the 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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.

(m) Termination for cause. The 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…