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Professional Services- Budget and Personnel Tracking

DEPARTMENT OF HEALTH & HUMAN SERVICES Public Health Services

National Institutes Health Bethesda, Maryland 20892 Office of Acquisition, ORF

Bldg. 13, Room 2E48-H, Phone: 301-443-3111 Fax: 301- 402-1103

November 24, 2010

Re: Request for Proposal to Provide Budget and Personnel Tracking services to NIH

Solicitation: NIHOF2011332 - Solicitation packages should be read thoroughly.

Please submit an original and three copies of your technical proposal and your price proposal. The technical proposal and the price proposal shall be submitted together, but as separate documents for the “Best Value” evaluation.

THIS COMPETITION IS A SERVICE DISABLED VETERAN OWNED SMALL

BUSINESS SET-ASIDE Subpart 19.1405(b), 1, 2. (See Page 36)

The National Institutes of Health (NIH) located in Bethesda, Maryland would like to acquire consultant and advisory services in implementing process improvement, budget and personnel tracking, for the Real Property Management Office (RPMO) Project Control Office function to NIH. The contractor shall perform this requirement in accordance with the enclosed Commercial Item Solicitation.

The Contractor is required to complete Section B, Schedule of Commercial Prices, Section B.16.3, Contractor Representative, Section B.16.4 Key Personnel, Section E.3, Offeror Representations and Certifications and return along with SF-1449 with an original signature to the above letterhead address. The Contractor is also required to complete Blocks 17a, 30a Contractor’s signature in additions to including the DUNS Number in block 17a to verify registration in the Contractor Central Registration.

To register go to: WWW.CCR.GOV

Questions relative to the solicitation should be directed to Anazette Andrews, Contracting Officer by 12/13/2010 via email and will be posted on FBO 12/17/2010.

Your proposal shall be submitted to the undersigned on December 23, 2010 by 5:00 P.M. Eastern Standard Time via email at Andrewsa3@mail.nih.gov .

Sincerely, Contracting Officer Anazette Andrews

COMMERCIAL ITEMS – SERVICES

Simplified Acquisition FAR 12 and 13

TABLE OF CONTENTS

Section A - Standard Form 1449 Solicitation

Section B - Schedule of Commercial Services and Pages 6 Prices

B.1 Schedule of Prices

B.2 Statement of Work

Section C - Contract Clauses – Full Text Pages 20

C.1 - 52.214-4 Contract Terms and Conditions Commercial Items C.2 - 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items

C.3 - 52/216-1 Type of Contract

C.4 - HHSAR 352.270-05 Key Personnel

C.5 - Insurance Requirements

C.6 - Prohibition Against Soliciting and Performing Personal Services C.7 - Contractor Health and Safety Requirements

Section D - Attachments Pages 57

D.1 - Invoice Instructions

D.2 – Guarantee of Confidentiality and Non-Disclosure

Section E - Solicitation Provisions Pages 59-77

E.1 - 52.212-1, Instructions to Offerors – Commercial Items

E.2 - 52.212-2, Evaluation – Commercial Items

E.3 - 52.212-3, Offeror Representations and Certifications –Commercial Items

Section B – SCHEDULE OF PRICING

B.1.0 Base Year: November, 2010 through November, 2011

B.1.1 The Contractor shall provide consultant and advisory services in implementing process improvement, budget and personnel tracking, for the Real Property Management Office (RPMO) Project Control Office function to NIH.

CLIN Description of Services Qty Estimated Hours

Hourly Rate

Extended price

0001 Project Manager 1 200 0002 Team Lead 1 280 0003 Senior Consultant 1 500 0004 Consultant 1 2116 0005 Technician 1 1920 0006 Administrative Support 1 600 0007 Other Direct Cost -Travel-Montana* 1 Lot NTE $5,000.00 0008 Other Direct Cost -Travel-North Carolina* 1 Lot NTE $5,000.00 0009 Total Extended Price $

B.1.2 Option Year One: November, 2011 through November, 2012

Hours Hourly Rate

Extended price

0001 Project Manager 1 200 0002 Team Lead 1 280 0003 Senior Consultant 1 500 0004 Consultant 1 2116 0005 Technician 1 1920 0006 Administrative Support 1 600 0007 Other Direct Cost -Travel-Montana* 1 Lot NTE $5,000.00

B.1.3 Option Year Two: November, 2012 through November, 2013

Hourly Rate

Extended price

0001 Project Manager 1 200 0002 Team Lead 1 280 0003 Senior Consultant 1 500 0004 Consultant 1 2116 0005 Technician 1 1920 0006 Administrative Support 1 600 0007 Other Direct Cost-Travel-Montana * 1 Lot NTE $5,000.00 0008 Other Direct Cost-Travel-North Carolina* 1 Lot NTE $5,000.00

B.1.4 Option Year Three: November, 2013 through November, 2014

Hourly Rate

Extended price

0001 Project Manager 1 200 0002 Team Lead 1 280 0003 Senior Consultant 1 500 0004 Consultant 1 2116 0005 Technician 1 1920 0006 Administrative Support 1 600 0007 Other Direct Cost-Travel-Montana * 1 Lot NTE $5,000.00 0008 Other Direct Cost-Travel-North Carolina* 1 Lot NTE $5,000.00

B.1.5 Option Year Four: November, 2014 through November, 2015

Hours Hourly Rate

Extended price

0001 Project Manager 1 200 0002 Team Lead 1 280 0003 Senior Consultant 1 500 0004 Consultant 1 2116 0005 Technician 1 1920 0006 Administrative Support 1 600 0007 Other Direct Cost -Travel-Montana * 1 Lot NTE $5,000.00

* NOTE: All Travel and Per Diem reimbursable hereunder shall conform to FAR Part 31.205-46. The Contractor shall be reimbursed for actual costs incurred for per diem/subsistence costs in accordance with Federal Travel Regulations (FTR).

Base Year $

Option Year (1) $

Option Year (2) $

Option Year (3) $

Option Year (4) $

Total Prices for Base & Option Years $_________________

B.1.6 PERIOD OF PERFORMANCE

(a) Base Period of Performance: The period of performance for the base period shall be one (1) year commencing when signed by the Contracting Officer.

This will be the effective date of the contract, however, each task order within the base period and any exercise option periods will establish a period of performance.

B.2.0 STATEMENT OF WORK

B.2.1 Introduction:

The National Institutes of Health (NIH) conducts the world’s largest biomedical research program. The NIH is one of eight health agencies within the Department of Health and Human Services and is comprised of twenty-seven different institutes and centers.

The focus of this procurement is to acquire consultant and advisory services in implementing process improvement, budget, personnel tracking, and other aspects of the Real Property Management Office (RPMO) Project Control Office function.

B.2.2 Background

The National Institutes of Health, Office of Research Facilities (ORF) RPMO provides maintenance, repairs, utility plant operations, and design & construction project management for the National Institutes of Health. The RPMO employs approximately

500 Federal FTE and has over $60 million in service contracts. In addition, it manages more than $43 million in design and construction projects each year. RPMO has recently established the RPMO Project Control Office to oversee various aspects of RPMO operations. The Contractor shall support these efforts.

B.3.0 SCOPE OF WORK

B.3.1 General

The intention of this solicitation is to obtain services of a qualified and experienced contractor to provide support to initiatives within ORF, primarily within RPMO. Areas of investigation and support may include supply, logistics, maintenance, utilities operations, design and construction management, and other areas of interest to the ORF and RPMO. Specific areas of investigation and support shall include installed equipment, processes, procedures, work flow, training, contracting, and resources (personnel, contracts, logistics, supplies, etc.), as well as any other area that significantly influences the performance of work within the RPMO and ORF.

Techniques used shall include business process re-engineering, industrial engineering techniques, standard Federal government budgeting techniques, resource and personnel analysis, Note: Engineering document management is currently performed under a separate contract and is not envisioned to be a part of this contract.

B.4.0 DEFINITIONS and ACRONYMS

IGCE Independent Government Cost

Estimate NIH National Institutes of Health OMB Office of Management and Budget ORF Office of Research Facilities PWS Performance Work Statement RPMO Real Property Management Office QASP Quality Assurance Surveillance Plan SOP Standard Operating Procedure

B.5.0 GENERAL REQUIREMENTS

B.5.1 TASKS

The Contractor shall perform an array of tasks, listed below. The government will define specific projects via task orders. The Contractor shall propose a solution for each requirement and shall demonstrate that the proposed solution will satisfy the requirements listed herein.

B.5.1.2 Weekly Meeting. The Contractor shall attend a weekly meeting of the

Project Control Office staff to provide status updates and working reviews of documents. The Contractor shall attend other meetings as required to complete work.

B.5.1.3 Budget Planning. The Contractor shall develop operating plans for budgetary planning purposes. The RPMO budget is between $110 Million and

$140 Million. The plans shall include all RPMO expenditures above approximately $50,000, which is currently more than 600 items, as well as personnel costs. RPMO’s planned staffing is approximately 522 FTE. There are more than 60,000 transactions within the RPMO budget each year.

B.5.1.4 Budget Control. The Contractor shall review requests for expenditures to ensure that they meet the requirements of the RPMO Performance Work

Statement (PWS) and, for expenditures over $50,000, that they are included in the

RPMO operating plan.

B.5.1.5 Budget Tracking. The Contractor shall track RPMO expenditures and provide daily, monthly, quarterly, and ad-hoc reports regarding expenditures. The contractor shall provide reports in Excel, Word, and Powerpoint, as required to meet the need. There will be at least 21 ad-hoc reports developed per month.

B.5.1.6 Organizational Structure Tracking. The Contractor shall track the

RPMO organizational structure. The Contractor shall prepare and submit updated organizational charts monthly.

B.5.1.7 Vacancy and Recruitment Support. The Contractor shall track organizational vacancies and shall prepare status reports for all recruitment actions. The vacancy and recruitment status report shall be submitted biweekly.

The Contractor shall provide analysis and trending for recruitment activities and hiring success. The Contractor shall develop recruitment packages and actions as necessary to complete recruiting requirements.

B.5.1.8 Contact Information Lists. The Contractor shall prepare and maintain lists of RPMO personnel and their contact information. The contact information lists shall include both work and personal contact information for all employees.

Personal contact information shall be provided to RPMO management only and shall be treated as confidential. The Contractor shall submit updates to both lists monthly, with the submittal of organizational charts.

B.5.1.9 Training Development and Tracking. The Contractor shall track completion of all mandatory government training for RPMO personnel. At a minimum, this includes ethics, information security, privacy, prevention of sexual harassment, and safety training. The Contractor shall also track training designated as mandatory by the RPMO. This will include approximately 4 classes per year for all employees. In addition, the Contractor shall track technical training for specific employees and groups of employees, which may be as much as 100 hours of training per employee.

B.5.1.10 Metrics and Key Performance Indicator Development. The

Contractor shall research, develop, present, and refine performance metrics specific to the maintenance, utilities, and construction management environments, as well as other areas within ORF. The Contractor shall also implement, gather data for, and measure metrics and key performance indicators. Sources shall include internally developed metrics, industry standards, and adaptation of best practices from any and all other sources. Performance metrics shall be measurable, outcome-oriented, and based upon industry-standard best practices.

B.5.1.11 Calculation and review of Performance Metrics. The Contractor shall gather the data, calculate, and provide a report of performance metric values. All calculations shall be developed in a manner such that their development can be followed from raw data. Outputs shall be in a format designated by the government (currently calculations in Excel and presentations in Powerpoint).

B.5.1.12 Dashboard Implementation and Upkeep. The Contractor shall support implementation of an RPMO dashboard associated with existing and newly developed metrics and key performance indicators. The Contractor shall develop queries, reports, and databases that support instant publishing of data for review via the World Wide Web.

B.5.1.13 RPMO Service Contracts Development. The Contractor shall support the development of revised statements of work for service contracts under the

RPMO. The Contractor shall apply contracting best practices to provide statements of work that contain measurable performance standards (quality, timeliness, and reporting) as well as detailed and easily managed contract requirements.

B.5.1.14 Quality Assurance Surveillance Plans. The Contractor shall develop detailed, implementable, and focused quality assurance surveillance plans

(QASPs) for RPMO service contracts. QASPs shall focus on key performance indicators and measurable outcomes rather than on detailed analysis of every requirement. QASPs shall include guidance for both measurement and analysis of data, as well as standard templates for data trending and presentation.

B.5.1.15 Independent Government Cost Estimates. The Contractor shall develop independent government cost estimates (IGCEs) for RPMO service contracts. IGCEs shall follow the guidelines set forth by the Government

Accountability Office, Office of Management and Budget, and the Federal

Acquisition Regulation.

B.5.1.16 Solicitation Development Support. The Contractor shall provide support for the solicitation development process. Such support may include developing any or all sections of a solicitation, including the CLIN structure, evaluation criteria, proposal formats, and any other needed information for the solicitation.

B.5.1.17 Evaluation Support. The Contractor shall provide support for source selection evaluation boards, including technical, management, and cost evaluations.

B.5.1.18 Standards Documents Identification and Development. The

Contractor shall identify and develop standard operating procedures, policies, desktop procedures and guides, and other documents designed to support standardized definite procedures and ensure effectiveness. These documents may cover all aspects of ORF’s work, including technical, engineering, design, construction, operations, and administrative functions. Identification of documents shall include a structured analysis of the attributes that significantly and materially affect performance, development of a configuration control plan for these elements, and determination of a full set of documents to be developed.

Development.

B.5.1.19 Standards Document Management. The Contractor shall support management and control of standards documents. Management and control of standards documents shall include version control, document control, document library maintenance, document updates, deletion of outdated documents, and changes to the overall structure of documents to take into consideration new and changed system attributes.

B.5.1.20 Post Competition Accountability Scope. The Contractor shall support checks of the scope of work required under the RPMO PWS. The Contractor shall prepare modifications to the PWS and develop deviations to the MEO structure and staffing for changes that are within the scope of the PWS. Such requests for changes shall comply with the structure of the NIH Policy and

Procedure Guidebook on Competitive Sourcing, which is available at http://a-

76.nih.gov/SectionA-X.html.

B.5.1.21 Post Competition Accountability Cost. The Contractor shall support identification and entry of resource information for personnel and cost data for contracts, materials, travel, training, and other costs associated with the performance of work in the RPMO. The Contractor shall enter data into the NIH

MEO-Watch system.

B.6.0 MANAGEMENT

B.6.1 The Contractor shall manage the total work effort associated with the services required herein to ensure fully adequate and timely completion and permit tracking of work in progress. Such management includes, but is not limited to, planning, scheduling, cost accounting, report preparation, establishing and maintaining records, and quality control. The Contractor shall provide staff with the necessary management expertise to assure the performance of the required work.

B.6.2 The Contractor shall arrange work so as not to cause interference with normal occurrence of NIH business. In those cases where some interference is unavoidable, the Contractor shall make every effort to minimize the impact of the interference and its effects. All work schedules required shall be submitted to and approved by the PO. In no event shall the Contractor change approved work schedules without the prior consent of the PO.

B. 7.0 PERSONNEL QUALIFICATIONS

Contractor personnel shall demonstrate, via their resumes, experience with and expertise in the work to be performed, as well as experience in business process re-engineering, budget and financial analysis in a facilities management environment, acquisition support, competitive sourcing implementation and post-competition accountability, personnel and organizational tracking, and training evaluations.

In addition, all personnel shall demonstrate, via experience or education, that they are able to perform detailed and high-quality quantitative analysis of complex data sets, and an adequate level of experience in a complex and fast-paced facilities maintenance environment.

Technical Requirements/Specifications

N/A

B.8.0 DELIVERABLES

B.8.1 Monthly Reports. The Contractor shall prepare a monthly report summarizing all work performed under this Contract. The report shall include progress, planned progress for the following month, issues and problems encountered, proposed solutions, and funds expended. The Contractor shall submit the monthly report electronically to the Project Officer.

B.8.2 Task Reports. The Contractor shall prepare reports based upon the data gathered and analyses produced for each task order. All work shall be fully traceable, including showing initial raw data, calculations, analyses, and conclusions. All claims, statements, conclusions, and recommendations shall be supported by clear evidence, detailed analysis, and full documentation of each step of the process. Under no circumstances will unsupported or unjustified work be acceptable. Reports shall be in Microsoft Office compatible formats. Except by specific direction of the Project Officer, the Contractor shall not submit documents in formats (e.g., PDF) that cannot be easily changed and edited. Task reports shall be submitted in electronic and hard copy formats. Number of hard copies will be determined in each task order.

B.8.3 Task Presentations. The Contractor shall develop presentations based upon the data gathered and analyses produced for each task order. Presentations shall be clear, concise summaries of analyses. At all times, analyses presented shall have available full and detailed supporting documentation. Reports shall be in

Microsoft Office compatible formats. Except by specific direction of the Project

Officer, the Contractor shall not submit documents in formats (e.g., PDF) that cannot be easily changed and edited. Task presentation shall be submitted in electronic and hard copy formats. Number of hard copies will be determined in each task order.

B.9.0 PLACE OF PERFORMANCE

Work shall be performed at the Contractor’s normal work location and onsite at the NIH main campus in Bethesda, Maryland. There may also be some work at associated NIH buildings located throughout Montgomery County, Maryland.

There will be occasional travel to Baltimore, Maryland, Hamilton, Montana and Research Triangle Park, North Carolina.

B.10 DUTY HOURS

The Contractor shall provide support as needed to attend meetings and participate in cooperative efforts during regular business hours. The Contractor may be required to gather data and information during evenings, overnight, and weekend hours, since the RPMO is a 24/7/365 operation.

To the extent possible work shall be performed during normal working hours (7:00am

– 5:00 pm). However specific tasks may require work outside of those hours to minimize interference with NIH operations. If so defined at the outset, overtime pay is not anticipated to be necessary. However if the work schedule changed after a task order had begun or exceeds 40 hours per week (individual time) overtime will be entertained.

B.11 SUBCONTRACTS

If the Contractor intends to subcontract work, the Contractor shall notify and obtain the approval of the Contracting Officer and Project Officer prior to initiating work with the subcontractor.

B.12 GOVERNMENT-FURNISHED PROPERTY

When work under this Contract requires Contractor personnel to work onsite more than three days per week for more than three months, the Government will provide work space to include a desk, chair, computer, and telephone.

The Government will provide access to existing data for work performance, accounting, and personnel tracking.

B.13.0 EMERGENCY REQUIREMENTS

The contractor shall be able to provide emergency services within 2 hours after notice from the Contracting Officer. To the extent possible, emergency services will be defined but may need site inspection by the contractor. The contractor is expected to bring all necessary personnel etc as soon as possible after the site inspection.

B.14.0 TASK ORDER PROCEDURES

B.14.1 Drawings and/or technical specifications will be provided to the Contractor by the Contracting Officer as part of the Request for Proposal (RFP) for each task order. Prior to the submission of the proposal for an individual task order, the Contractor shall visit the job site to ascertain the actual field conditions as they relate to the work as therein specified and shown on the drawings, forms, lists, charts, etc.

B.14.2 Preparation of Proposals

In response to NIH’s RFP, the Contractor shall submit a proposal for each potential task order which includes (1) a complete list of all tasks necessary to perform the required scope of work, (2) the estimated number of hours to perform each task, and (3) the projected quantity and costs of materials and equipment to perform the required scope of work. This proposal will be analyzed and compared to NIH’s estimate of hours and costs. Proposals shall be returned to the COTR within fourteen (14) calendar days after receipt for proposed task orders.

B.14.3 NIH Review of Contractor Proposal

NIH shall review the Contractor’s proposal for completeness and reasonableness by comparison of the proposed hours and costs with NIH’s independently prepared estimate. If necessary, NIH will negotiate with the Contractor the performance labor hours, material requirements and equipment to perform the task order.

B.14.4 Establishing Final Task Order Cost

A firm fixed-price task order for the work described shall be issued upon acceptance of the contractor’s proposal.

B.14.5 In the event of an “emergency” requirement the Contracting Officer may direct the contractor to proceed on a “not to exceed” basis while necessary documentation is being prepared.

B.14.6 Each task order will include the name and telephone number of the Facility Manager(s) in the affected area(s). The Contractor shall notify the Facility Manager(s) in writing at least five (5) working days in advance of any work to be performed in a building under his/her control. Notification shall include the type of work to be done and the estimated start and completion dates. The Contractor shall reschedule any work the COTR deems necessary to avoid unacceptable disruptions in NIH’s business.

B.15.0 Holidays and Administrative Leave

The National Institutes of Health observes the following days as holidays:

New Year's Day Labor Day Martin Luther king Jr. Day Columbus Day Presidents' Day Veterans Day Memorial Day Thanksgiving Day Independence Day Christmas Day Any other day designated by Federal statute.

Any other day designated by Executive Order.

Any other day designated by President's proclamation.

When any such day falls on a Saturday, the preceding Friday is observed. When any such day falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel shall not be cause for an extension to the delivery schedule or period of performance or adjustment to the price, estimated cost, or fee(s), if any, except as set forth in the contract.

B.16.0 CONTRACT ADMINISTRATION

B.18.1 Contracting Officer (CO)

The Contracting Officer for this contract is:

Anazette Andrews Telephone: 301-443-3111

Contracting Officer Fax: 301-402-11-3 National Institute of Health Email: Andrewsa3@mail.nih.gov

Building 13, Room 2E48H, Bethesda, Maryland 20892

Only the contracting officer has authority to: (1) increase or decrease the contract amount; (2) direct or negotiate any changes; (3) modify or extend the period of performance; (4) change the schedule of completion; (5) authorize payment under this contract; (6) otherwise modify any terms or conditions of this contract.

B.16.2 Contracting Officer's Technical Representative (COTR)

Upon award, a Contracting Officer's Technical Representative (COTR) will be designated to manage the technical aspects of this contract. All modifications to this contract must be approved by the COTR prior to issuance by the ACO. The COTR for this contract is:

TBA Telephone:

National Institutes of Health Email:

Building 13, Bethesda, MD 20892

The COTR has the responsibility to inspect all deliverables/services and authorization to certify (but not to reject or deny) invoices for payment. The authority to reject an invoice or assess deductions on an invoice is expressly reserved for the CO. The CO is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Any such revision shall be authorized in writing by the CO.

B.16.3 Contractor's Representative

The Contractor's representative to be contacted for all contract administration matters:

Name: Telephone:

Address: Fax:

E-mail:

The contractor's representative shall be responsible for all contract administration issues and shall act as the central point of contact with the Government for all such issues. The representative shall have full authority to act for the contractor in all contractual matters. The representative shall be able to fluently read, write, and speak the English language.

B.16.4 Key Personnel

The contractor shall provide and maintain in the spaces below, the names and phone numbers of his key personnel to be called in various repair situations. The personnel shall be reachable by phone twenty-four hours a day. When contractor's first available key personnel selection becomes unavailable to render services, the contract is responsible for providing a back-up with equal or greater knowledge and experience as identified in the contract.

NAME PHONE NUMBER

1. _______________________ ______________________

2. _______________________ _______________________

3. ________________________ ________________________

4. ________________________ ________________________

B.17.0 QUALIFICATION OF KEY PERSONNEL

All contractor’s personnel assigned to the performance of this contract shall be trained and qualified for no less than 3-years. The offeror shall include in his/her proposal , proof of training/qualifications of personnel that will be used to perform the services specified herein.

Contractor shall Provide and maintain a list of Names and Phone Numbers of their Key Personnel to be called in various repair situations. The personnel shall be reachable by phone twenty-four hours a day. When contractor’s first available Key Personnel selection becomes unavailable to render services, the contractor is responsible for providing a Back-Up with equal or greater knowledge and experience in the field of door and dock leveler repair. This list shall be submitted to the COTR upon award.

SECTION C

CONTRACT CLAUSES – FULL TEXT

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (MARCH 2009)

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

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

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

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

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

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

33.211 if—

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. 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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; and 49 U.S.C 40118, Fly American; 41 U.S.C. 423 relating to procurement integrity..

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause;

(3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the

“Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database.

Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227- 2423 or 269-961-5757.

Alternate I (OCTOBER 2008). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i) and (l) for those in the basic clause.

FAR 52.212-4 – April, 2009 edition

(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…