N62470-20-R-5007 Amendment 0003.pdf

Amendment 0003 is issued disseminate the below information:

1) Amendment 0003 pre-award inquiries and responses are provided below.

2) Revisions are made to the following attachments:

Attachment 01 Performance Work Statement (PWS), Section 7.1 Attachment 02 Labor Hours and Skill Table Attachment 03A Schedule of Services Attachment 04 Corporate Experience Project Data Sheet Attachment 06 DD254

3) Attachment 07 Schedule B Supplies or Services and Prices has been added.

4) Addenda to FAR 52.212-1, Volume 1: Price Solicitation Submittal Requirements is revised throughout.

It is the offerors responsibility to read the entire solicitation, this amendment, and subsequent amendment, it any.

NOTE: Revisions are provided by the use of red font; deletions are indicated by the use of red strikethrough font.

# Question Response

Does the Government have a set period of time for which the proposal should be valid for after submittal?

(i.e. 180 or 240 days)

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements via Amendment 0003.

On page 53 of the RFP, the Government states, “The offeror shall provide a minimum of two (2) and a maximum of five (5) examples of recent and relevant projects to be documented only on the Corporate Experience Project Data Sheet (Attachment 04).”

Could the Government please clarify if Attachment 04 should be submitted as a separate file or inserted under Tab C in Volume 2? If Attachment 04 is to be submitted as a separate file, are the responses to questions 1-4 (under Factor 1 – Corporate Experience) to be submitted with Attachment 04 or submitted in Volume 2 under Tab C? If Attachment 04 is to be submitted within Volume 2, is Attachment 04 included in the 10 page limit for Factor 1 – Corporate Experience?

Attachment 04 should be submitted under Tab C.

Responses to items 1-4 should be provided on Attachment 04.

Please refer to Factor 1 - Corporate Experience, (1) Solicitation Submittal Requirements. Attachment 04 is included in the page limit for Factor 1.

Under Volume 1 Price, Under Tab I, under a. – c.; Can the Government define the rationale for requiring bank

Please refer to Tab I.

reference and the credit references. Considering that we are DCAA audited with adequately rated accounting system, which verifies that we have paid our subcontractors/creditors in a timely matter, would the Government accept the DCAA audit adequate letter to satisfy this requirement?

Under Volume 1 Price, Under Tab I, under a. – c.; In addition, it states evidence of working/operating capital, can the Government define a number for adequate working capital.

No.

Under Volume 1 Price, Under Tab I, under a. – c.;

What if the Offeror demonstrates adequate working operating capital and does not require a line of credit to perform this effort, is the line of credit information still required?

Please refer to Tab I, paragraph c.

Given the Small Business Size Standard for the solicitation and the specific criteria stated, would the government consider a modest reduction in the threshold value of $3,000,000 over a 12-month period for Corporate Experience (e.g., $2,700,000)?

No.

Under Volume 1: Price: Material and Other Direct Costs on page 47, states that “G&A, overhead, profit, and other handling fees are not allowed on Travel costs.” However, Tab G.d. on page 49 states” The multiplier percentage proposed shall include all handling fees, indirect costs, i.e., overhead and general administrative costs, applicable to travel.” Please clarify the government’s intent with respect to the application of indirect burdens on travel expense.

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements, Tab G, paragraph d. via Amendment 0003.

Attachment 04 item 9 requests an explanation of unique aspects of the named project that demonstrates the offeror’s corporate experience in monitoring a large-scale real estate portfolio. Could the Government clarify the need for large-scale real estate portfolio experience?

Please see revised Attachment 04 via Amendment 0003.

Could you please confirm that it is acceptable to revise Attachment 03 to accurately reflect application of Offeror’s appropriate indirect rates in accordance with customary Accounting practices as well as escalation?

Attachment 03A should not be revised.

Could the government confirm that the Service Contract Act Wage Determination is not intended to apply to Photographer II labor category?

Correct. According to the McNamara-O'Hara Service Contract Act of 1965, non-exempt employees do not perform at least 20% of the work, therefore Service Contract Act Wage

Determinations do not apply.

Please see revised Attachment 03A via Amendment 0003.

Is there an Incumbent currently performing on this contract? If so, what is the company name, award date, awarded price and period of performance. Is the company eligible to compete for this requirement?

This Combined Synopsis/Solicitation is a follow-on procurement to the current contract N62470-20-C- 4009 being performed by Professional Analysis, Inc. The current contract completion date is 31 July 2021.

Is the transition plan expected to be supplied prior to award or post-award?

Please refer to Attachment 01 Performance Work Statement, Deliverable Table item A005.

Is the Quality Control Plan expected to be supplied prior to award or post-award?

Please refer to Attachment 01 Performance Work Statement, Deliverable Table item A007.

What tools are expected to be used or are currently in use to manage/schedule the project activities?

This is at the Contractor's discretion.

Will the government provide advance notice to any on premise inspections?

No.

Should a rate for the Computer Cyber Technician and the Military Logisitics Planner Expert positions still be included in the total for the Base Period in Attachment 03?

Yes.

What are the minimum years of experience and educational level for the Electronic Specialist and Train Support Analyst Expert positions for Attachment 02?

No minimum years of experience or educational level are required.

Is this a Lowest Price Technically Acceptable Award or Best Value?

This is best value. Please refer to Addenda to FAR 52.212-1 of the Combined Synopsis/Solicitation.

On page 48 of the amended solicitation, offerors are advised that “G&A, overhead, profit, and other handling fees are not allowed on Travel costs.” However, paragraph d. of page 50 of the solicitation states “No profit is to be applied to travel. The multiplier percentage proposed shall include all handling fees, indirect costs, i.e. overhead and general and administrative costs, applicable to travel. No additional indirect costs or profit will be applied to the prime contractor’s travel except as included in the multiplier percentage listed in the Attachment 03 – Schedule of Services.” Respectfully request that the Government confirm that non-fee

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements, Tab G, paragraph d. via Amendment 0003.

burdened rates are allowable for travel (if proposed in Attachment 03) in consideration of the administrative burden required to review and process expenses in accordance with governing regulations (i.e. Joint Travel Regulations, GSA) and as required by DCAA.

The amended solicitation contains identical requirements for Tab A in both Volume 1: Price and Volume 2: Non-Price Factors. Respectfully request that the Government confirm whether this duplicative information is required in both volumes.

Yes.

On page 48 of the amended solicitation, offerors are advised that they must complete and sign Standard Form 1449 (SF-1449) to include as Tab B of Volume

1. The solicitation does not include a version of SF- 1449 to be completed – respectfully request that the Government either provide or remove the requirement from Tab B.

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements, Tab B via Amendment 0003.

On page 48 of the amended solicitation, offerors are advised that they must acknowledge “all solicitation amendment(s) (SF30s) related to this RFP” to constitute Tab C of Volume 1. Amendment 0001 was issued without an SF-30 that can be filled/signed/acknowledged. Respectfully request that the Government either provide copies of the SF-30 for Amendment 0001 and any further amendments, or else remove the requirement for Tab C.

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements, Tab C via Amendment 0003.

Paragraph 7.1 of Attachment 01 (Performance Work Statement) states that “travel and ODC shall be billed to a single Contract Line Item (CLIN) with a Not-to- Exceed (NTE) amount of $250,000 per year,” but Attachment 03 (Schedule of Services) lists combined travel and ODC bulk funded amounts as starting at $278,000 for the Base Year and increasing steadily through the subsequent options. Respectfully request that the Government confirm that the totals in Attachment 03 are correct and revise the language in Paragraph 7.1 of Attachment 01 accordingly.

Please see revised Section 7.1 of Attachment 01 via Amendment 0003.

The labor table in Attachment 02 lists a number of positions as located OCONUS. Paragraph 3.1 of Attachment 01 (Performance Work Statement) says that “Contractor personnel supporting the EXBL can be expected to work at one of the following locations:

Washington Navy Yard, Washington, DC; Pt Hueneme, CA; Gulfport, MS and Norfolk, VA. These individuals may be expected to travel to the following locations: Darwin, Australia; Bangkok, Thailand;

Please see revised Attachment 02 via Amendment 0002 and 0003.

Manila, Philippines; Yokosuka, Japan; Hagatna, Guam; Naples, Italy; Rota, Spain; Stuttgart, Germany;

Pearl Harbor, HI.” Respectfully request that the Government confirm whether the positions in Attachment 02 are located permanently overseas, or whether they are located CONUS (and if so, where CONUS) with only periodic OCONUS travel required.

Block 9 of Attachment 04 (Corporate Experience Project Data Sheet) asks offerors to “explain unique aspects of the project that demonstrate the offeror’s corporate experience in monitoring a large-scale real estate portfolio,” but the Performance Work Statement (PWS) for this opportunity does not contain any requirements to manage real estate. Respectfully request that the Government revise the language in this block and confirm that demonstrated prior real estate experience is not one of the evaluation criteria for relevance in this solicitation.

Please see revised Attachment 04 via Amendment 0003.

The Government is requesting under the Pricing Tab B and Tab C for a completed and signed SF 1449 and for Amendments completed SF30s. However, these 2 Standard Forms have been provided by the Government. Are you going to issue these standard forms?

Please see revised Volume 1:

Price Proposal, (1) Solicitation Submittal Requirements, Tab B and C via Amendment 0003.

The Government’s answer to Question 8, posted with Amendment 0002, states that “A Table of Contents and Cover Page are neither required nor desired.” We respectfully request that the Government revisit its decision on this and allow for Table of Contents and Cover Pages that do not count against set page limitations, as these are traditional elements of proposals that not only identify offerors and contribute to ease of evaluation by the Government, but are also part of satisfying the requirements enumerated under FAR 52.212-1(b).

A Table of Contents and Cover Page are neither required nor desired.

The Government’s answers to questions related to the Period of Performance refer offerors to the amended Attachment 03A. Amendment 0002 to the solicitation still states that “the term of the contract will be a base of eight

(8) months, with two (2) one-year option periods, and one

(1) four-month option period.” Both Attachment 03A and the amended Attachment 02 (Labor Hours and Skill Table) provide the same breakdown of hours that does not appear to be consistent the language in the second paragraph of the solicitation document. With 1,896 hours equating to one FTE in Attachment 02 Table 1 for Options 1 and 2 it would appear that the Base period and Option 3 hours per FTE should be 1,251 (.66*1,896) for the Base period and 631

The hours in Attachment 02 and 03A are confirmed.

(.33*1,896) for Option 3. However, in the current Amendment 2 Table 1 and in Attachment 03A they are 1,328 and 672 hours respectively (adding up to a total of 2,000 hours rather than 1,896). Respectfully request that the Government clarify the correct number of estimated hours per contract period.

Amendment 0002 to the solicitation does not contain a Section B with CLIN information. Respectfully request that the Government provide Section B pricing info (including CLINs) in accordance with FAR Subpart 4.10

Please see Attachment 07 provided via Amendment 0003 and revisions to Volume 1: Price,

(1) Solicitation Submittal Requirements, Tab G.

Paragraph 3.1 of the amended PWS lists Naval Construction Battalion Center Gulfport, MS as a contractor support location, but the amended Attachment 2 (Labor Hours and Skill Table) has deleted Gulfport, MS as a support location within Table 3. Respectfully request that the Government clarify whether full-time support will be required in Gulfport.

Full-time support is not required at this time.

The amended Attachment 02 (Labor Hours and Skill Table) contains a labor category description for a Senior Training Analyst (STR), but there do not appear to be any estimated hours allocated to this labor category. Respectfully request that the Government confirm whether or not offerors need to price out this position, and if so where it is located.

Please see revised Attachment 02 via Amendment 0003.

Section 3.1 of the solicitation lists Hawaii as a location as well as several potential overseas locations. For purposes of this proposal, should we assume that overseas related costs such as COLA are included as part of the estimated other direct costs and/or travel costs listed in Attachment 3A?

No.

Could you please confirm that it is acceptable to revise Attachment 03 to include rate calculations that accurately reflect application of Offeror’s appropriate indirect rates in accordance with its customary Accounting practices?

Attachment 03A should not be revised.

Could you please provide direction as to whether Offeror should or should not include escalation as part of the calculated labor rates for the option years?

The Government will not provide direction.

To satisfy the requirement, does the government require that all $3,000,000 be invoiced within one 12-month period of a previous project, or simply prior to the end of the project?

Please refer to Factor 1 - Corporate Experience, (1) Solicitation Submittal Requirements.

Within the latest amendment to the proposal instructions, the government has modified the requirement so that to be compliant with Tab J and eligible for award, firms must possess a SECRET Facilities Clearance. Are firms with a Top Secret Facilities Clearance eligible for award?

Yes.

This is a COMBINED SYNOPSIS/SOLICITATION for commercial items prepared in accordance with the format in subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested, and a written solicitation will not be issued. PAPER COPIES OF THIS SOLICITATION WILL NOT BE AVAILABLE. This combined synopsis/solicitation SHALL be posted on betaSAM (https://beta.sam.gov/). The solicitation number is N62470-20-R-5007 and is issued as a Request for Proposal (RFP). This solicitation document incorporates provisions and clauses in effect through Federal Acquisition Circular (FAC) 2021-03 and Defense Federal Acquisition Regulation Supplement (DFARS) Change 1/15/2021. It is the responsibility of the contractor to be familiar with the applicable clauses and provisions. The clauses may be accessed in full text at the following address:

https://www.acquisition.gov/content/regulations.

The NAICS code is 541611 and the Small Business Size Standard is $16.5 million in average annual receipts. The proposed contract is 100% set aside for small business concerns. This solicitation will result in a Commercial Labor Hour (LH) Indefinite Delivery/Indefinite Quantity (ID/IQ) contract with provisions for Firm Fixed Price (FFP) task orders. The term of the contract will be a base of eight (8) months, with two (2) one-year option periods, and one (1) four-month option period. The total duration of the contract shall not exceed 36 months. The maximum not to exceed for the entire contract period (including all options, if exercised) is $25,000,000.00. The minimum guarantee is $1,000.00 for the life of the contract and will be satisfied by issuance of the first task order.

Naval Facilities Engineering Systems Command (NAVFAC) Atlantic requests responses from qualified sources capable of providing professional services in support of the Naval Facilities Engineering Systems Command (NAVFAC) Expeditionary Program Office (ExPO) in accordance with the Performance Work Statement (Attachment 01). Labor Categories to be quoted for the base and option years are contained in Attachment 02. Other Direct Costs (ODCs) and Travel will be determined and negotiated on a task order basis. Travel requirements shall be reimbursed in accordance with Joint Travel Regulations.

The following FAR clauses are applicable to this procurement and are incorporated by reference:

52.203-3 Gratuities APR 1984 52.203-12 Limitation on Payments to Influence Certain Federal

Transactions

JUN 2020

52.204-2 Security Requirements AUG 1996 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-19 Incorporation by Reference of Representations and

Certifications

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

JUN 2016

52.212-4 Contract Terms and Conditions – Commercial Items OCT 2018

52.219-6 (Dev) Notice of Total Small Business Set-Aside (DEVIATION 2020-O00008)

MAR 2020

52.219-14 (Dev)

Limitations on Subcontracting (DEVIATION 2020-O0008) MAR 2020

52.232-23 Assignment of Claims MAY 2014 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.237-2 Protection of Government Buildings, Equipment, and Vegetation

APR 1984

52.237-3 Continuity of Services JAN 1991 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989 52.244-2 Subcontracts JUN 2020 52.245-1 Government Property JAN 2017 52.245-9 Use and Charges APR 2012

The following DFARS clauses are applicable to this procurement and are incorporated by reference:

252.201-7000 Contracting Officer’s Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights

SEP 2013

252.203-7003 Agency Office of the Inspector General AUG 2019 252.204-7000 Disclosure of Information OCT 2016 252.204-7003 Control of Government Personnel Work Product APR 1992 252.204-7004 DoD Antiterrorism Awareness Training for Contractors FEB 2019 252.204-7006 Billing Instructions OCT 2005 252.204-7009 Limitations on the Use or Disclosure of Third-Party

Contractor Reported Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

DEC 2019

252.204-7020 NIST SP 800-171 DoD Assessment Requirements NOV 2020 252-205-7000 Provision of Information to Cooperative Agreement

Holders

DEC 1991

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.219-7003 Small Business Subcontracting Plan (DoD Contracts) DEC 2019

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials – Basic

SEP 2014

252.225-7012 Preference for Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.225-7972 (Dev)

Prohibition on the Procurement of Foreign-Made Unmanned Aircraft Systems (DEVIATION 2020-O0015)

MAY 2020

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

APR 2019

252.227-7013 Rights in Technical Data – Noncommercial Items FEB 2014 252.227-7015 Technical Data – Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7027 Deferred Ordering of Technical Data or Computer Software

APR 1988

252.227-7030 Technical Data – Withholding of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.232-7003 Electronic Submission of Payment Requests and

Receiving Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2016 252.232-7017 Accelerating Payments to Small Business Subcontractors

– Prohibition on Fees and Consideration

APR 2020

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel

JUN 2013

252.237-7023 Continuation of Essential Contractor Services OCT 2010 252.242-7006 Accounting System Administration FEB 2012 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items OCT 2020 252.244-7001 Contractor Purchasing System Administration – Basic MAY 2014 252.245-7001 Tagging, Labeling, and Marking of Government-

Furnished Property

APR 2012

252.245-7002 Reporting Loss of Government Property JAN 2021 252.245-7003 Contractor Property Management System Administration APR 2012 252.245-7004 Reporting, Reutilization, and Disposal DEC 2017 252.247-7023 Transportation of Supplies by Sea FEB 2019

The following FAR clauses are applicable to this procurement and are incorporated by full text:

52.212-4 Alt I Contract Terms and Conditions – Commercial Items Alternate I JAN 2017

Alternate I (Jan 2017). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (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. To Be Determined at Contract Award

(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.

(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: To Be Determined at Contract Award; 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.

(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: To Be Determined at Contract Award

(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: To Be Determined at Contract Award

(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 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.

(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.

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Jan 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108- 77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved] __ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

_X_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

_X_ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jun 2020) of 52.219-9 __ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

X (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

X (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

X (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

X (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

X (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

X (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

X (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

X (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated…