SQ 3151.doc

QSDLAA-G4-11-3151-SQ

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ FORMCHECKBOX

IS FORMCHECKBOX

IS NOT A SMALL BUSINESS-SMALL PURCHASE SET-ASIDE (52.219-6)

PAGE OF PAGES

1 | 41

1. REQUEST NO.

QSDLAA-G4-11-3151-SQ

2. DATE ISSUED

30 Days ARO or Better

GSA, FAS, SW Supply Operations Center (QSDLAA-G4)

819 Taylor Street, Room 6A00 Fort Worth, TX 76102

FORMCHECKBOX

FOB DESTINATION FORMCHECKBOX

OTHER

(SEE SCHEDULE OF ITEMS)

Lana Tecci Contract Specialist lana.tecci@gsa.gov

AREA CODE

FAX 817

NUMBER

850-8279 574-2615

9. DESTINATION

TO BE SHOWN ON EACH ORDER ISSUED

(See Schedule)

b. STREET ADDRESS

c. STREET

c. CITY

d. CITY

e. STATE

f. ZIP

d. STATE

e. ZIP

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5A ON OR

BEFORE CLOSE OF BUSINESS (Date)

5/10/11 BY 4:00 PM /Central Time IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5A. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

A. This is a Standing Quotation for purchases for a period of 10-months not to exceed $150,000.00.

B. This is only request for pricing. DO NOT SHIP. Orders will be issued pursuant to the evaluation of the quotations received and award of an agreement. Actual purchases are made via orders issued.

C. The requirements listed are estimates only and no guarantee is given as to the dollar amount to be purchased.

D. Award will be made in the aggregate based on the lowest aggregate price, technically acceptable offer.

E. Inspection will be at Destination.

F. The Schedule of Items and Item Purchase Descriptions are shown on pages 4 and 5.

G. Required Clauses, applicable to orders issued under the agreement, are shown on pages 6 through 41.

H. Specifications may be found at http://assist.daps.dla.mil/quicksearch.

NOTE: Additional provisions and representations FORMCHECKBOX are FORMCHECKBOX are not attached.

a. NAME OF QUOTER

SIGN QUOTATION

c. COUNTY

PHONE:

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 18 (Re. 6-95)

Previous edition not usable

Prescribed by GSA- FAR (48CFR) 53.215-1(a)

INSTRUCTIONS AND EVALUATION

A. Delivery is FOB DESTINATION. Delivery is required within 30 days After Receipt of Order (ARO) or better. However, if you can deliver sooner, please indicate your best delivery time_______________.

B. The Item Purchase Descriptions (IPDs) are on pages 4 - 5.

C. When responding to this RFQ complete and return the entire package. If you wish to “No Quote,” please indicate and return page 1 only. When responding to this RFQ, you may submit the entire document via fax or email. The fax or email must be received by the closing date and time. In addition, the completed original version must be received before award at the following address:

GSA, Federal Acquisition Service (FAS)

Southwest Supply Operations Center Attn: Lana Tecci (QSDLAA-G4) 819 Taylor Street, Room 6A00

Fort Worth, TX 76102-6105

D. Evaluation Factors: Award will be made item by item (both depot locations) to the lowest priced technically acceptable. Offer.

(1) Lowest Evaluated Price: Pricing will be evaluated based on the aggregate total price submitted in the block titled “Total Standing Quote (SQ) Price in the schedule of items, located on pages 5, 7 and 10.

(2) Technical Acceptability: Technical acceptability is defined as the offered item meeting or exceeding the Government’s requirements listed in the Item Purchase Descriptions and compliance.

PRODUCT CONFORMANCE. The products provided shall meet the salient characteristics of this description, conform to the producer's own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance. Please have a sample ready for overnight delivery if needed.

E. SUPPLEMENTAL DOCUMENTATION REQUIRED.

Commitment Letters. If the offeror is not the manufacturing production and/or inspection point, please provide a letter of commitment from each manufacturing production and inspection point. The commitment letters must be typed on the supplier’s letterhead, dated, and address the following:

1. Reference the solicitation number QSDLAA-G4-11-3151-SQ

2. Identify which NSN and the corresponding brand name and part number that is being supplied.

3. The commitment letter must be signed by an officer of the company who is authorized to commit their company in this matter.

4. A statement of conformance to the item purchase description including packaging, marking and palletization requirements;

5. A statement that the supplier will provide the entire 10 month quantity and can meet the estimated peak monthly requirement within the delivery time required of 30 days ARO or better;

6. A statement as to the country of origin of the item;

7. The commitment letter must include a signature, on the supplier’s letterhead, title of the signee, a direct telephone number and e-mail address.

8. Product literature /specifications must be provided at time of offer submission.

F.

This procurement is not set-aside for small business concerns.

F. METHOD OF AWARD

Award will be made item by item (per NSN) listed in the schedule of items. The aggregate price is determined by multiplying the unit price submitted on each item by the quantity specified, and adding the resultant extensions. The The Government will be awarding a Standing Price Quotation Agreement to the responsible offeror whose offer conforming to the solicitation, is the lowest price, technically acceptable offer. To be technically acceptable, the item must meet or exceed the Item Purchase Description.

(* Please complete the Supplier’s name, TIN and DUNS number for each NSN if different.)(Note: “Supplier” refers to the company providing you the product if you are not the manufacturer.)

Request for Quotation # QSDLAA-G4-11-3151-SQ Fill in:

A. Taxpayer Identification Number (TIN):

B. Data Universal Numbering System (DUNS):

C. Point of Contact:

Phone Number:

Fax:

E-Mail Address:

D. Supplier Name*:

Point of Contact*:

Supplier DUNS*:

Supplier TIN*:

E. The following is how you can obtain specifications:

FED Specs – GSA Federal Supply Service Specifications Section, Ste. 8100, 470 E. L’Enfant Plaza, SW, Washington, DC 20407 [Telephone 202-619-8925, Fax 202-619-8978] http://assist.daps.dla.mil/online/start/ Click on “Quick Search” (left side of screen). Type the document in the “Document ID” field and hit submit. You do not need a password.

MIL Specs – Department of Defense Single Stock Point (DoDSSP), Bldg. 4, Section D, 700 Robbins Ave., Philadelphia, PA 19111-5094 [Telephone 215-697-2667/2179, Fax 215-697-1462] Web Site www.dsp.dla.mil Click on “Online Specs” or http://assist.daps.dla.mil.online/start/ Click on “Quick Search” (left side of screen). Type the document in the “Document ID” field and hit submit. You do not need a password.

ANSI Standards – American National Standards Institute, Inc., 11 West 42nd Street, 13th Floor, New York, NY 10036 [Telephone 212-642-4900]

ASTM – American Society for Testing and Materials, 100 Barr Harbor Drive, West Conshohocken, PA 19428-2959 [Telephone 610-832-9585, Fax 610-832-9555] Web Site: www.astm.org, email: service@astm.org. (ASTM does charge for their services.)

Recycled Material – Two sites for information related to the Comprehensive Procurement Guidelines and Recovered Materials Advisory Notices: www.epa.gov/cpg.

Commercial Item Descriptions – http://assist.daps.dla.mil/online/start/ Click on “Quick Search” (left side of screen). You do not need a password.

NOTE: Failure to provide ALL of the required documentation at time of offer submission may result in your offer no longer being evaluated ore considered for award.

SCHEDULE OF ITEMS

7330-00-205-3151

OPENER, CAN, MOUNTED: Shall be in accordance with Commercial Item Description (CID) A-A-52206C dated February 22, 2008. Shall have the following characteristics:

Type III - Table mounted, heavy duty, with cutting wheel

Grade A - Standard commercial quality

NOTE: NSF International compliance is not required.

Unit of Issue – EA (each)

EXCEPTION TO THE CID:

Page 3, Paragraph 3.1.4, Type III opener, Delete second sentence in its entirety and add “The opener shall consist of a body, a feed wheel, a cutting wheel, a can holder, a crank and knob, a can guide, a vertical shaft, a table clamping bracket, or screw on or bolt on table base, and when required, a magnetic lid lifter (see 7.1).

PRODUCT CONFORMANCE. The products provided shall meet the salient characteristics of this description, conform to the producer's own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance.

MARKING. Shipments to GSA and other civilian agencies shall be marked in accordance with FED-STD-123. Shipments to the Department of Defense (DoD) shall be marked in accordance with MIL-STD-129.

PREPARATION FOR DELIVERY. The item(s) shall be packaged and packed in accordance with the latest revision of ASTM D 3951, Standard Practice for Commercial Packaging. Copies of ASTM standards are available from the American Society for Testing and Materials, 100 Barr Harbor Drive, West Conshohocken, PA 19428-2959. Phone: 610-832-9585, Fax: 610-832-9555, Web site: www.astm.org, e-mail: service@astm.org.

Palletization: The shipping (transport) containers shall be palletized. The pallets shall be 48-inch length x 40-inch width, general purpose, four-way entry, flush stringer, and double-face non-reversible pallets. The palletized load shall not exceed 2500 pounds in weight for shipments to the Eastern Distribution Center (Burlington). The palletized load shall not exceed 2000 pounds in weight for shipments to the Western Distribution Center (French Camp and Stockton locations). The palletized load shall not overhang the pallet deck board edge by more than 1 inch and shall not exceed 53 inches in overall height (including pallet). Less than half pallet loads or loads shipped by small package carrier in acceptable transport packing need not be palletized. When less than full but more than a half pallet is used, the palletized load shall utilize proper bracing and/or reinforcement to ensure that the load can withstand two additional loads placed on it.

Stacking. A load-stacking test shall be performed once, at the beginning of the contract, for each different unitized or palletized load configuration. A fully palletized load shall be tested utilizing a total stack of three palletized loads, with all the proper bracing and/or reinforcement necessary to perform the test. There shall be no evidence of damage to the pallets, shipping containers or products when stack is tested on the rigid surface for a minimum of 24 hours, in compliance with all the National and Local Safety Regulations. The pre-tested palletized load configuration shall be duplicated using the same packaging materials, pattern, number of shipping (transport) containers, and procedures consistent throughout the duration of the contract. Palletized loads shall be stable and safe when handled with mechanical equipment by qualified personnel.

Materials. All lumber used inside or outside a shipment shall be bark free. No used wood pallets with repaired components or stringers will be acceptable. All wood pallet stringers shall be manufactured from hardwoods. Pallets manufactured of materials other than wood, shall conform to all the requirements specified herein.

Unitization. For the purpose of this requirement, the assembled group of containers or items in a single load that can be handled as a unit throughout the distribution system. Unitization encompasses, but is not limited to, consolidation in a container, placement on a pallet or load base having forklift capability, or securely binding together. Shipments should be considered for unitization where appropriate or specified.

Unitization of pallet load. The palletized load shall be unitized and secured to the pallet to insure that the load arrives intact without product damage. The containers or items shall be placed in a suitable pattern to form a stable and balanced load. Vertical, horizontal or filler reinforcement shall be added as necessary to meet the stacking strength requirements. A palletized load shall be secured to the pallet by shrink or stretch wrapping, and/or, by steel or nonmetallic strapping. When steel or nonmetallic strapping is used, edge protectors shall be provided to prevent damage to the cartons when tensioning the strapping. As a minimum, two straps shall run lengthwise, two straps shall run widthwise, and two straps shall run around the girth of the palletized load. A palletized load shall be capable of protecting the products against damage in a multiple handling, transportation, and storage environment having distribution warehouses with rack systems that support the load/s overhead of warehouse personnel.

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published on March 15, 2002, “Guidelines for Regulating Wood Packaging Material in International Trade”. Countries endorsing the IPPC Guidelines are found at http://www.aphis.usda.gov/ppq/swp/. Additionally, shipments delivered to DOD distribution facilities or freight consolidation points for eventual delivery to or through EU/IPPC countries shall comply with applicable DLA Regulations and Procurement Letter PROCLTR 02-17.

Manufacturer’s Name________________________________________________

Brand_______________________________________________________________

Model or Part No.____________________________________________________ Country of Origin: ___________________________________________________

NSN 7330-00-205-3151

Est’d Orders

Estimated Peak Monthly

Requirement

Estimated qty Unit of Issue Unit Price per Each

Item

Item

No.

Estimated

Qty Unit Price per EA

Total SQ Price

Sum 1a + 1b

END OF ITEM PURCHASE DESCRIPTION

52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

The IBR clauses (clauses incorporated by reference) are now accessible on-line. The address for the FAR is http://www.arnet.gov.far and the address for GSAM is http://www.arnet.gov/GSAM/gsam.html .

THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE:

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEC 2008)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) 52.212-1 INSTRUCTIONS TO OFFERORS (JUN 2008)9.409(b) 52.212-4

CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAR 2009)

52.214-34

SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991)

52.214-35

SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991)

552.252-6 AUTHORIZED DEVIATIONS OR VARIATIONS IN CLAUSES (Deviation FAR 52.252-6)

52.204-10 – Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010).

(a) Definitions. As used in this clause:

“Executive” means officers, managing partners, or any other employees in management positions.

“First-tier subcontract” means a subcontract awarded directly by a Contractor to furnish supplies or services (including construction) for performance of a prime contract, but excludes supplier agreements with vendors, such as long-term arrangements for materials or supplies that would normally be applied to a Contractor’s general and administrative expenses or indirect cost.

“Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b) Section 2(d) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. No. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c)(1) Unless otherwise directed by the contracting officer, by the end of the month following the month of award of a first-tier subcontract with a value of $25,000 or more, (and any modifications to these subcontracts that change previously reported data), the Contractor shall report the following information at http://www.fsrs.gov for each first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

(i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi) Subcontract number (the subcontract number assigned by the Contractor).

(vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix) The prime contract number, and order number if applicable.

(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

(xiii) Treasury account symbol (TAS) as reported in FPDS.

(xiv) The applicable North American Industry Classification System code (NAICS).

(2) By the end of the month following the month of a contract award, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year at http://www.ccr.gov , if—

(i) In the Contractor’s preceding fiscal year, the Contractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm .)

(3) Unless otherwise directed by the contracting officer, by the end of the month following the month of a first-tier subcontract with a value of $25,000 or more, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for each first-tier subcontractor for the subcontractor’s preceding completed fiscal year at http://www.fsrs.gov , if—

(i) In the subcontractor’s preceding fiscal year, the subcontractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm .)

(d)(1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards to that subcontractor.

(e) Phase-in of reporting of subcontracts of $25,000 or more.

(1) Until September 30, 2010, any newly awarded subcontract must be reported if the prime contract award amount was $20,000,000 or more.

(2) From October 1, 2010, until February 28, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $550,000 or more.

(3) Starting March 1, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $25,000 or more.

52.212-4

CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JUN 2010)

(a) Inspection/Acceptance.

(1) The Ordering activity 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 Ordering activity may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Ordering activity will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Ordering activity 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 Ordering activity 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 Ordering activity 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. *______*.

(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 Ordering activity), the Ordering activity 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 Ordering activity may at any time require the Contractor to remedy by correction or replacement, without cost to the Ordering activity, 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

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 Ordering activity-furnished property shall be governed by the clause pertaining to Ordering activity property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the credit 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.

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

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.

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 –

Performed by the contractor;

Performed by the subcontractors; or

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

(iii) Materials means –

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

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

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: *______*; and

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Ordering activity 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.

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 –

Name and address of the Contractor;

Invoice date and number;

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

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 Ordering activity 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.

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

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.

EFT banking information is not required if the Ordering activity 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 Ordering activity and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments.

Services accepted. Payment shall be made for services accepted by the Ordering activity that have been delivered to the delivery destination(s) set forth in this contract. The Ordering activity will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

Hourly rate.

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.

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.

Materials.

If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price to be paid for such materials shall be the contractor's established catalog or market price, adjusted to reflect the –

Quantities being acquired; and

Any modifications necessary because of contract requirements.

Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Ordering activity 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 –

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

Makes these payments within 30 days of the submission of the Contractor's payment request to the Ordering activity and such payment is in accordance with the terms and conditions of the agreement or invoice.

To the extent able, the Contractor shall –

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

Give credit to the Ordering activity for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

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

Other Direct Costs. The Ordering activity 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: *______*.

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Ordering activity will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: *______*.

(2) Total cost. It is estimated that the total cost to the Ordering activity 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 Ordering activity 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 Ordering activity 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 Ordering activity 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 Ordering activity 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;

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

The original timecards (paper-based or electronic);

The Contractor's timekeeping procedures;

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

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.

For material and subcontract costs that are reimbursed on the basis of actual cost –

Any invoices or subcontract agreements substantiating material costs; and

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 Ordering activity 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 Ordering activity 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 –

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

Affected contract number and delivery order number, if applicable;

Affected contract line item or subline item, if applicable; and

Contractor point of contact.

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

(i) All amounts that become payable by the Contractor to the Ordering activity 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, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

The Ordering activity may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if –

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

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).

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:

The date fixed under this contract.

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 –

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

The date of issuance of a Ordering activity 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 Ordering activity, 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 Ordering activity 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 Ordering activity against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) Prompt payment. The Ordering activity 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 Ordering activity makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

Delivery of the supplies to the Ordering activity 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 Ordering activity's convenience. The Ordering activity 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 Ordering activity 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 Ordering activity 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 Ordering activity 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 Ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the Ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Ordering activity for any and all rights and remedies provided by law. If it is determined that the Ordering activity 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…