19-R-0034_Solicitation.docx

N6893619R0034

Section A - Solicitation/Contract Form

CLAUSES INCORPORATED BY FULL TEXT

FOR YOUR INFORMATION:

The following addresses and points of contact are provided:

U.S. Postal Service Mailing Address:

Direct Delivery Address (UPS, FedEx, etc.):

CONTRACTING OFFICER:

TECHNICAL POINT OF CONTRACT (TPOC): TBD

Name:

Phone:

DSN:

Email address:

ALTERNATE (TPOC): TBD

Name:

Phone:

DSN:

Email address:

CONTRACTOR POC TBD

Name:

Phone:

Email address:

Section B - Supplies or Services and Prices

SURROGATE

FFP

The Contractor shall provide surrogste # 1) SA-11 FIRE DOME with a convertible turret section to allow it to represent a SA-17 GRIZZLY in accordance with the Specification found in Section C.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PURCHASE REQUEST NUMBER: 1300778768

PSC CD: 5450

NET AMT

SURROGATE

The Contractor shall provide surrogates # 2) HQ-9 Acquisition Type 305B Radar in accordance with the Specification found in Section C.

NOTE: The requirement in DFARS 252.211-7003, Item Unique Identification and Valuation (IUIV), are be applicable for this line item. The contractor shall provide DoD unique identification or DoD recognized unique identification equivalent.

FOB: Destination

PURCHASE REQUEST NUMBER: 1300778768

NET AMT

SURROGATE

The Contractor shall provide surrogates # 3) HQ-9 HT-223 Engagement Radar in accordance with the Specification found in Section C.

NOTE: The requirement in DFARS 252.211-7003, Item Unique Identification and Valuation (IUIV), are be applicable for this line item. The contractor shall provide DoD unique identification or DoD recognized unique identification equivalent.

NET AMT

SURROGATE

The Contractor shall provide surrogates # 4) HQ-9 Transporter Erector Launcher (TEL) in accordance with the Specification found in Section C.

NOTE: The requirement in DFARS 252.211-7003, Item Unique Identification and Valuation (IUIV), are be applicable for this line item. The contractor shall provide DoD unique identification or DoD recognized unique identification equivalent.

NET AMT

SURROGATE

The Contractor shall provide surrogates # 4) HQ-9 Transporter Erector Launcher (TEL) in accordance with the Specification found in Section C.

NOTE: The requirement in DFARS 252.211-7003, Item Unique Identification and Valuation (IUIV), are be applicable for this line item. The contractor shall provide DoD unique identification or DoD recognized unique identification equivalent.

NET AMT

Section C - Descriptions and Specifications

STATEMENT OF WORK

STATEMENT OF WORK (SOW)

2019 THREAT SURROGATES

1.0 SCOPE

1.1 INTRODUCTION

The objective of this requirement is to procure five, full-size, three-dimensional, and rotatable visually representative physical threat surrogate shapes listed below, that shall be manually rotatable and capable of being locked in place at any relative angle and at multiples of 30° and 45°:

1) SA-11 FIRE DOME with a convertible turret section to allow it to represent a SA-17 GRIZZLY

2) HQ-9 Acquisition Type 305B Radar

3) HQ-9 HT-223 Engagement Radar

4) HQ-9 Transporter Erector Launcher (TEL)

5) SCUD

The Threat Surrogate Shapes will be utilized for testing and training purposes on U.S. Government test and training ranges within the U.S. These are necessary to provide training of live aircrews.

1.2 BACKGROUND

A variety of threat surrogates are utilized for testing and training. Advances in technology require these surrogates to be visually, signature accurate to accomplish the testing, and training mission.

Given the wide-ranging sensor characteristics of current and planned testing and training systems, there must be a compromise between signature fidelity, related costs, and testing and training effectiveness to develop a surrogate. Initial analysis of the testing and training environments suggests that a Surrogate with these approximate Infrared (IR) and Radar Cross Section (RCS) signatures will provide adequate training.

2.0 APPLICABLE DOCUMENTS

American Welding Society “AWS D1.1/D1.M.2004”

3.0 REQUIREMENTS

3.1 Progress Reporting

The Vendor shall provide a monthly email status report that documents all progress since the previous status report, problems/delays, risks and mitigations, and action plans to ensure that each delivered Surrogate meets the technical requirements in accordance with SOW.

3.2 Threat Surrogate Shapes

3.2.1 The Vendor shall manufacture and deliver one signature representation of each surrogate. Delivery requirements are: Surrogates 1) SA-11 FIRE DOME with a convertible turret section to allow it to represent a SA-17 GRIZZLY; 2) HQ-9 Acquisition Type 305B Radar; 3) HQ-9 HT-223 Engagement Radar; 4) HQ-9 Transporter Erector Launcher (TEL); and 5) SCUD. Delivery is required as specified in Section B of the solicitation.

3.2.2 Each surrogate shall have the physical dimensions (one for one replica) and features to visually represent the actual item from any ground level or aerial point-of-view. These features include, but are not limited to Chassis and separately positionable turrets, missile launch rails, and moveable/rotating antennas; non-operating wheels (surrogates 1, 2, 3, and 5) or sheet metal track representations with non-operating bogie wheels (surrogate 4) non-operating hatches, doors, and windows. Hatches and doors can be functional if they provide access to any internal equipment.

3.2.3 Each surrogate body shall have removable, interchangeable, and rotational features to represent moveable or rotatable antennas, elevating missile launch rails or racks, rotatable turret, and interchangeable turret components as appropriate to the shape.

3.2.3.1 The SA-11 surrogate shall accept representative radome components to allow the SA-11 surrogate to represent either a SA-11 or a SA-17 configuration.

3.2.3.2 The SA-11 shall include four, separate, missile surrogates that are full-size reproductions of the SA-11 missiles.

3.2.3.3 The SA-11 surrogate tracks and road wheels shall be able to support surrogate when setup for testing.

3.2.3.4 The conversion between configurations shall require no more than two people and heavy equipment beyond a forklift, and utilize bolt-together construction using commonly available hardware sizes.

3.2.3.5 The SCUD surrogate shall include a separate SCUD B missile surrogate that is a full-size reproduction and fabricated in a similar fashion as the SCUD surrogate.

3.2.3.6 The SCUD B missile surrogate shall include two hoist points along the body to allow it to be removed or loaded using a customer provided crane.

3.2.4 The hydraulic components shall include but is not limited to:

3.2.4.1 The hydraulic pump and valves shall be contained within the surrogate and located behind and externally opening hatch.

3.2.4.2 The SCUD B missile surrogate shall have the capabilities to be easily move between the transports and launch positions utilizing the SCUD surrogates hydraulic system.

3.2.4.3 Each surrogate shall utilize hydraulic jacks with the capacity and range to raise and lower the surrogate to transition between trailering and testing configurations.

3.2.4.4 When appropriate, antenna arrays or missile launch rails shall have the capability to be elevated and lowered utilizing internal hydraulic system.

3.2.5 All Surrogates shall be manufactured with materials in accordance with best engineering practices while properly protected them against galvanic corrosion. In additional, the Contractor shall utilize open source information and the American Welding Society’s “AWS D1.1/D1.M.2004”.

3.2.6 Each surrogate shall utilize a steel or aluminum surface material for all exterior surfaces.

3.2.7 Each surrogate exterior shall be painted and finished to withstand exposure to continuous solar radiation of 330 days of sunlight per year at 7,000-ft mean seal levels (MSL) and operate under continuous altitudes between Sea Level and 8,000-ft MSL.

3.2.8 Each surrogate shall have a frame that is towable, is part of the surrogate design, and has a retractable tongue assembly.

3.2.9 Each wheeled surrogate shall have surrogate rubber wheels that will be removable for towing.

3.2.10 Each surrogate shall be capable of being towed over unimproved roads and through off-road terrain comparable to unimproved roads.

3.2.11 Each surrogate shall raise up to provide a minimum of 15” ground clearance for towing.

3.2.12 Each surrogate shall have a spare tire, jack, and lug wrench for each wheel-type mounted within the surrogate.

3.2.13 Surrogate rubber wheels shall utilize U.S. standard lug nuts to hold the wheel in position for both transport and operation.

3.2.14 Each surrogate shall be equipped with electric trailer axle brakes approved for and meeting highway standards for a trailer of the surrogate’s Gross Vehicle Weight (GVW).

3.2.15 Surrogates 1 and 5 shall have a maximum GVW of 40,000 lbs.

3.2.16 Surrogates 2, 3, and 4 shall have a maximum GVW of 20,000 lbs.

3.2.17 Each surrogate shall have a data plate stating the Gross Vehicle Weight (GVW).

3.2.18 All walkable surfaces on each surrogate shall be fabricated to support 100 pounds per square foot.

3.3 Operation and Maintenance Manual

The Vendor shall provide a printed and an electronic, pdf formatted operation and maintenance manual documenting all facets of setup and tear down, operation, transport, maintenance, and safety for each surrogate. The pertinent documentation shall be delivered at the time of delivery of each surrogate as specified in Section B of the resultant contract.

4.0 DELIVERABLES

Para 3.3 Operation and Maintenance Manual to be delivered with each surrogate.

Para 3.1 Monthly progress and status shall be delivered to the TPOC and Contract Specialist identified in the resultant contract via email.

Para 3.2 Threat System Surrogate Shapes as directed in Section B of the resultant contract.

5.0 SECURITY CLASSIFICATION GUIDELINES

5.1 The Contractor shall develop, implement, and maintain an OPSEC program to protect controlled unclassified activities, information, equipment, and material used or developed by the Contractor and any subcontractor during performance of the contract. The Contractor shall be responsible for the subcontractor implementation of the OPSEC requirements. The OPSEC program shall be in accordance with National Security Decision Directive (NSDD) 298, and at a minimum shall include:

1) Assignment of responsibility for OPSEC direction and implementation.

2) Issuance of procedures and planning guidance for the use of OPSEC techniques to identify vulnerabilities and apply applicable countermeasures.

3) Establishment of OPSEC education and awareness training.

4) Provisions for management, annual review, and evaluation of OPSEC programs.

5) Flow down of OPSEC requirements to subcontractors when applicable.

5.2 Public Release. DFARS 252.204-7000 Disclosure of Information, incorporated in Section I of the contract, covers disclosure of information. Concerning subsection (a)(2), “information otherwise in the public domain” is information officially released into the public domain, e.g. via Distribution Statement A, and does not include information in the public domain that has not been officially released. For disclosure of unclassified information that has not been officially released, the Contractor must seek specific approval from the Contracting Officer in consultation with the Security Department.

5.3 In the case of an unclassified contract, that requires no access to Classified Military Information (CMI), but that does require access to Controlled Unclassified Information (CUI), NAWCWD Restricted Areas, and/or Government IT systems, contractors are required to comply with non-NISP processing requirements before local access to CUI, Restricted Areas, and IT can be granted. This process shall be coordinated by the Contracting Officer’s Representative (COR) or Technical Point of Contact (TPOC) through the NAWCWD Industrial Security office.

6.0 ACRONYMS AND DEFINITIONS

Section D - Packaging and Marking

PACKAGING

D.1 PACKAGING AND MARKING OF UNCLASSIFIED MATERIALS

Packaging and marking of any unclassified material for shipment shall be in accordance with “Standard Practice For Commercial Packaging,” ASTM D 3951-98, to ensure undamaged and timely delivery at destination. All items shall be prepared for shipment in accordance with best commercial practices.

Any items, such as prototypes, shall be packaged and marked such that they arrive at the destination undamaged and fully functional. The Contractor shall be responsible for any damage incurred during shipping to the destination.

D.2 ITEM UNIQUE IDENTIFICATION (IUID)

Any and all deliverables under this contract that meet the requirements of IUID shall be properly marked, as required. Refer to DFARS clause 252.211-7003 for additional guidance.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE TERMS

Inspection and acceptance of all work and/or materials performed and/or delivered under this contract shall be accomplished at destination by the TPOC noted in Section A or his/her duly authorized representative in accordance with the contract terms and conditions.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

5252.246-9528 INSPECTION AND ACCEPTANCE (SPECIAL CONDITIONS)(NAVAIR) (OCT 2005)

(a) Initial inspection of the supplies to be furnished hereunder shall be made by [*identify who will perform inspection] at the contractor's or subcontractor's plant located at [*insert address/location of plant where inspection will take place]. Final inspection and acceptance shall be made by [*identify who will perform final inspection/acceptance] within [*insert number of days in which final inspection/ acceptance will be made] after [*insert beginning time for final inspection/acceptance].

(b) Initial inspection shall consist of quality assurance at point of manufacture and/or assembly and check/test prior to shipment. Final inspection and acceptance will be made by the Receiving Activity after installation/check out testing of the supplies. *To be completed at contract award

Section F - Deliveries or Performance

DELIVERIES OR PERFORMACNE

F.1 PLACE OF PERFORMANCE

Work under this contract shall be performed in the United States. "United States" means the fifty states, the Territories and possessions of the United States, the Commonwealth of Puerto Rico, and the Commonwealth of the Northern Mariana Islands, the Trust Territory of the Pacific Islands, and the District of Columbia.

F.3 CONTRACTOR NOTICE REGARDING DELVERY AND/OR LATE DELIVERY

In the event the Contractor, for any reason, anticipates or encounters difficulty in complying with the contract period of performance/delivery schedule, or in meeting any of the other requirements of the contract, the Contractor shall immediately notify the Contracting Officer in writing, giving pertinent details. However, this notice shall be considered informational only and receipt by the Government shall not be construed as a waiver by the Government of (a) any delivery schedule or date, or (b) compliance with any other contract requirement by the Contractor, or (c) any other rights or remedies provided to the Government by law or under this contract. If the delay is considered not an excusable delay, consideration will be necessary.

DELIVERY INFORMATION

SCOTT ROGALA

1900 N. KNOX RD

BLDG 31440 RM 1004

CHINA LAKE CA 93555-6108

(760) 939-3926

N68936

N68936

N68936

N68936

N68936

Section G - Contract Administration Data

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) Definitions. As used in this clause—

“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall—

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items—

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

COMBO

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

INVOICE 2in 1

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact.

Aretha.y.jones@navy.mil – Contracting Specialist Daniel.connor@navy.mil – WAWF POC

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

*To be completed at contract award.

[Repeat as necessary.]

[Repeat as necessary.]

(c) Inquiries regarding payment should be referred to: MyInvoice through the Wide Area Workflow eBusiness Suite: https://wawf.eb.mil.

G-TXT-0001 PAYMENT INSTRUCTIONS (FEB 2018)

Note: Payment Clause [52.232-2] applies to this contract.

FOR GOVERNMENT USE ONLY

Allocation Method

52.212-4 (Alt I), Contract Terms and Conditions—Commercial Items 52.216-7, Allowable Cost and Payment 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts

52.232-1, Payments;

52.232-2, Payments under Fixed-Price Research and Development Contracts;

52.232-3, Payments under Personal Services Contracts;

52.232-4, Payments under Transportation Contracts and Transportation-Related Services Contracts; and 52.232-6, Payments under Communication Service Contracts with Common Carriers

52.232-29, Terms for Financing of Purchases of Commercial Items;

52.232-30, Installment Payments for Commercial Items

*Liquidation of Financing Payments. Liquidation will be applied by the payment office against those ACRNs which are identified by the payment instructions for the delivery payment and in keeping with the liquidation provision of the applicable contract financing clause (i.e., progress payment, performance-based payment, or commercial item financing).

Section H - Special Contract Requirements

Section I - Contract Clauses

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement or 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, 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) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C.

7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C.