Solicitation_15-100-SOL-00011_-_EPAP.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

ASPR-BARDA01

Washington DC 20201 330 Independence Ave, SW, Rm G644

ASPR-BARDA

CODE 16. ADMINISTERED BYCODE

X

X

X

524291

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED ORASPR-BARDA

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

03/31/2015 1700 ET

03/13/2015

202-205-3623FOREST CRUMPLER

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

15-100-SOL-00011

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 2 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20201 Room 640-G 200 Independence Ave., S.W.

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$20.5

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

ASPR-BARDA

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

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UNIT PRICE

22.

UNIT

21.

QUANTITY

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SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

The purpose of this solicitation is to provide claims adjudication for the Emergency Prescription Assistance Program (EPAP).

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

XX

DATED

BRIDGET C. GAUER

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDEND

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED

ARE NOT ATTACHED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

2 2 of

SOLICITATION 15-100-SOL-00011

Emergency Prescription Assistance Program Support

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; Quotes are being requested and a written solicitation will not be issued.

This solicitation is being competed as a Request for Quote (RFQ) under solicitation number 15-100SOL-00011. This solicitation incorporates provisions and clauses through Federal Acquisition Circular 2005-78 effective December 15, 2014. This is a full and open competition, under NAICS code 524291 with a small business size standard of $7M. The Government intends to negotiate for a single-award, Indefinite Delievery/Indefinite Quantity (IDIQ) contract that provides services as specified in Attachment 1 –Statement of Work. Attachment 2-Pricing Schedule provides the CLIN structure for the solicitation. The anticipated period of performance is 12 months from the date of the award, with one (1) 12-month option period.

i) The provision at 52.212-1, Instructions to Offerors—Commercial, applies to this acquisition. The addenda to those instructions are listed below:

ADDENDA TO 52.212-1

Please submit offers in three separate volumes: Technical and Management Volume (not to exceed 35 pages), Business Quote, and Past Performance Information. Any submission for this RFQ shall include “RFQ 15-100-SOL-00011” or may be considered non-responsive. Please submit Quotes electronically to Forest.crumpler@hhs.gov. Please do not exceed 10MB in your submission. Quotes must be received no later than 3PM, March 31, 2015. Please submit questions no later than March 25, 2015.

Below are instructions for how to develop Quotes in accordance with each evaluation factor.

Offerors should be sure to include the minimum information listed. Quotes that go over and above the minimum guidance will receive better ratings in accordance with the evaluation ratings.

FACTOR 1: TECHNICAL APPROACH

Sub Factor 1.1 – Approach to Handling Multiple Disasters or Large Scale Events:

The offeror shall describe its approach to adjudicating claims. Your approach should include your approach to handling multiple disasters, to include managing claims payments, processing, and adjudication. This should include identification of your organization to include any intended sub-contractors and how they fit within your proposed organization, Sub Factor 1.2 – Claims Processing Technology ( The Offeror shall name their network of partner(s) in which they will utilize for claims processing and shall detail how this network of partner(s) will be utilized.

The most accurate, efficient, and innovative systems shall receive the highest ratings.

Sub Factor 1.3 – Claims Adjudication Process:

The Offeror shall detail the proposed workflow for processing claims once received. The workflow should outline how the Offeror intends to validate that the pharmacies have validated to participate in the EPAP. Plans that utilize the most logical, efficient distribution of resources shall receive the highest ratings.

Sub Factor 1.4 – Provider Payment Processing https://acquisition.gov/far/current/html/52_212_213.html#wp1179124 mailto:Forest.crumpler@hhs.gov

The Offeror shall detail how it will make payments to pharmacies for adjudicated claims approved by the Government. The response should describe the payment techniques available and any vendor registration process required by the Offeror from pharmacies. Please describe the content of a remittance advice and other communication to be provided by the Offeror to pharmacies that will facilitate payment posting and reconciliation by pharmacies. The Offeror should describe what documents will be submitted to the Government as proof of payment for reimbursement purposes.

Sub Factor 1.5 – Data Access and Reporting: The offeror shall detail how the adjudication of claims and remittance advices will be generated. The Government’s assumption is that the adjudication of claims and production of remittance advices will occur using systems from the Offeror. Please describe the content and format of any information regarding claims, remittance advices and payments that can be supplied to the Government in electronic format to facilitate tracking, claim denial reviews and further investigation as needed.

Sub Factor 1.6 – Customer Service and Communication Process :

The offeror shall demonstrate how they will deal with communications from both pharmacies and the government. Describe the mechanisms and processes for how program related information will be provided during steady state and an emergency response to increase the public awareness of the emergency prescription program. Describe how inquiries from pharmacies will be tracked, serviced and escalated as needed. The Offeror shall detail all other customer service techniques and tools it plans to implement to support the program.

Sub Factor 1.7 – Fraud and Abuse Prevention:

The Offeror shall detail those processing and due diligence steps required to meet or exceed the Government’s minimum requirements for Fraud and Abuse Prevention. Using the assumptions about access to patient lists and previous claims as outlined in the Statement of Work, the Offeror shall describe how these data sources will be combined with the Offeror’s own processes and tools to facilitate Fraud and Abuse Prevention before claim payment is made.

FACTOR 2: MANAGEMENT APPROACH

Sub Factor 2.1 – Management Structure

The Offeror shall identify the management structure for this project--including the project manager and the corporate executive who will be responsible for the account. The management structure should address all aspects of the work so that the Government can determine how the contractor will surge for multiple disasters.

Sub Factor 2.2 – Project Management Plan (Draft Project Management Plan) :

A draft Project Management Plan shall be provided as an attachment to the Quote.

The Project Management Plan shall include the Offeror’s approach for risk management, and identify the top risks and associated mitigation strategies that the Offeror sees for the project.

FACTOR 3: RELEVANT PAST PERFORMANCE

The Offeror shall send the past performance survey (See Attachment 3) to up to three references and have them submit completed surveys to the contracting officer via email prior to the date for submission of Quotes. Offerors shall provide surveys to references for which they provided work similar in size, scope, and nature to that required in the statement of work as prime contractors or significant subcontractors, whether for Government or private entities. The surveys will not count towards the page limitation. The Offeror shall submit with its Quote the name and address of the firms to whom the questionnaires were sent. If the Offeror has no relevant past performance, it should state so in this section. Under this factor, the Government shall consider information made available in the questionnaires and may consider information from Government databases and other Government sources.

FACTOR 4: PRICE

The template in the Price Schedule entitled “Price Eval” shall be the basis for determining the offeror’s price Quote. In addition, the government will evaluate the unit costs in the yearly pricing template to determine best value as well as the quote for Task Order #1. Any award made from this solicitation will also include the issuance of Task Order #1.

ii) The provision at 52.212-2, Evaluation—Commercial Items is applicable to this solicitation.

52.212-2 Evaluation—Commercial Items.

As prescribed in 12.301(c), the Contracting Officer may insert a provision substantially as follows:

EVALUATION—COMMERCIAL ITEMS (JAN 1999)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

TECHNICAL EVALUATION CRITERIA (FACTORS 1 AND 2):

FACTOR 1: TECHNICAL APPROACH

Sub Factor 1.1 – Approach to Handling Multiple Disasters or Large Scale Events:

The offeror will be evaluated based on their ability to expand their solution to accommodate a large scale disaster or the possibility of multiple disasters requiring reimbursement services simultaneously.

Sub Factor 1.2 – Claims Processing Technology: The evaluation will be based on the ability of your technology to provide successful claims processing., https://acquisition.gov/far/current/html/52_212_213.html#wp1179178 https://acquisition.gov/far/current/html/Subpart%2012_3.html#wp1084399

Sub Factor 1.3 – Claims Adjudication Process and Provider Payment Processing:

The evaluation will be based on how well the process utilizes resources to adjudicate and pay claims. Quotes that demonstrate a) the ability to process accurate and timely claims, and b) accurate and timely payments and payment data will receive the highest ratings..

Sub Factor 1.4 – Data Access and Reporting: The evaluation will be based on the quote demonstrating, in a digital format, information reporting that facilitates claim tracking, claim denial reviews, claim payment and payee information and further investigation as needed.

Sub Factor 1.5 – Customer Service and Communication Process: The evaluation will be based on how well the proposed communication process keeps pharmacies and the general public informed regarding the program; and how it reduces the risk of customer complaints. Customer service communication plans, at a minimum, will meet the communication and service related items listed in the SOW under “Specific Tasks”..

Sub Factor 1.6 – Fraud and Abuse Prevention: The evaluation will be based on how well the offerors plan reduces/mitigates fraud and abuse. The offeror should, at a minimum, address and demonstrate the intended approach regarding fraud and abuse prevention.

FACTOR 2: MANAGEMENT APPROACH

Sub Factor 2.1 – Management Structure: This will be evaluated based the manner in which those roles and responsibilities will affect the desired outcomes of the statement of work shall be the basis for this rating.

Sub Factor 2.2 – Project Management Plan (Draft Project Management Plan).

The clarity and the relation with how the plan will aid in achieving the goals of this program shall be the basis for the rating of this element. The Project Management Plan should, at a minimum, address how the offeror plans to manage the project tasks during all phases listed in the SOW.

FACTOR 3: RELEVANT PAST PERFORMANCE

PAST PERFORMANCE WILL BE EVALUATED BASED ON THE FOLLOWING

• Record of conforming to contract requirements and to standards of good workmanship;

• Record of forecasting and controlling costs;

• Adherence to contract schedules, including the administrative aspects of performance;

• History of reasonable and cooperative behavior and commitment to customer satisfaction;

• business-like concern for the interest of the customer and ability to meet the customer’s needs and keep the customer informed of project status;

and

• Any other matter addressed in the questionnaire.

FACTOR 4: PRICE

The Government will evaluate the Price Factor by examining the total price of each firm’s proposed line item prices listed and the quote for Task Order #1. The Government may determine that a Quote is unacceptable if the quoted prices are significantly unbalanced. In addition to pricing the line items, the government will use all tabs in the attachment for price Quotes” to evaluate what the contract may cost based on the mock quantities in that tab for the base year and all option years.

Evaluation Ratings for non-price factors.

Technical Evaluation.

The technical evaluation will be based on a best value determination. The evaluation will be based on the following criteria: Factor 1) technical approach;

Factor 2) management approach. See below for elaboration on the factors. The Quotes will be evaluated using the following rating scale:

1) Excellent. Exceeds the requirements in a way which yields significant benefits to the Government; weaknesses, if any, are of small impact and NO significant weaknesses or deficiencies.

2) Satisfactory. Meets all requirements; Quote offers no significant benefits beyond the stated requirements, yet NO significant weaknesses or deficiencies exist.

3) Marginal. Fails to meet the minimum requirements or has one or more significant weaknesses. Deficiencies and significant weaknesses are correctable without major revisions to the QuoteQuotes.

4) Unsatisfactory. Fails to meet the requirement; one or more deficiencies for which correction would require a major revision or redirection of the Quote.

Past performance:

1) Excellent. Based on an offeror’s past performance record, essentially no doubt exists that the offeror will successfully perform the required effort.

2) Satisfactory. Based on an offeror’s past performance record, some doubt exists that the offeror will successfully perform the required effort.

3) Unsatisfactory. Based on an offeror’s past performance record, extreme doubt exists that the offeror will successfully perform the required effort.

4) Neutral rating. No relevant performance record is identifiable upon which to base a meaningful performance rating. A search was unable to identify any relevant past performance information for the offeror or key team members/subcontractors or their key personnel. This is neither a negative or positive assessment.

Basis for Award:

The government will make award to the offeror whose Quote provides the best value to the government, using tradeoffs. This means that the government is willing to award to an offeror whose cost Quote may be higher in exchange for better meeting the government’s technical requirements. Non-price factors, when combined, are more important than Price.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

iii) Please include a completed copy of the provision at 52.212-3, Offeror Representations and

Certifications—Commercial Items, with its offer.

iv) A statement that the clause at 52.212-4, Contract Terms and Conditions—Commercial Items, applies to this acquisition. A list of all of the clauses applicable to this solicitation, including 52.212-5, is included below in “Additional Contract Clauses”.

v) The clause at 52.212-5, Contract Terms and Conditions Required To Implement Statutes or

Executive Orders—Commercial Items, applies to this acquisition is included in full text in below in “Additional Contract Clauses”.

vi) A statement regarding any additional contract requirement(s) or terms and conditions (such as contract financing arrangements or warranty requirements) determined by the contracting officer to be necessary for this acquisition and consistent with customary commercial practices.

vii) The Defense Priorities and Allocations System (DPAS) has not been assigned to this requirement

Contract Clauses https://acquisition.gov/far/current/html/52_212_213.html#wp1179194 https://acquisition.gov/far/current/html/52_212_213.html#wp1179465 https://acquisition.gov/far/current/html/52_212_213.html#wp1203358

(1) Department of Health and Human Services Acquisition Regulation (HHSAR) (48 CFR Chapter 3) Clauses incorporated by reference:

HHSAR 352.232-72 (Jan 2010) Salary Rate Limitation

HHSAR 352.227-70

(Jan 2006)

Publications and Publicity

(2) Federal Acquisition Regulation (FAR) (48 Chapter 1) Clauses in full text:

FAR 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. Full text of the FAR clauses may be accessed electronically at: https://www.acquisition.gov/far/index.html

52.217-9 Option to Extend the Term of the Contract.

As prescribed in 17.208(g), insert a clause substantially the same as the following:

OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days; before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed One (1)year.

(End of clause)

52.216-18 Ordering.

As prescribed in 16.506(a), insert the following clause:

ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from __the beginning of the period of performance___ through __ the end of the period of performance ___ .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause) https://www.acquisition.gov/far/index.html http://www.acquisition.gov/far/html/Subpart%2017_2.html#wp1078175 http://www.acquisition.gov/far/html/Subpart%2016_5.html#wp1093261

(3) 52.216-19 Order Limitations.

As prescribed in 16.506(b), insert a clause substantially the same as follows:

ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than the quoted activation fee, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of __$1M___ ];

(2) Any order for a combination of items in excess of __$1M_______; or

(3) A series of orders from the same ordering office within ___1_______ days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within _2__ days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity.

As prescribed in 16.506(e), insert the following clause:

INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after The end of the period of performance.

(End of clause) http://www.acquisition.gov/far/html/Subpart%2016_5.html#wp1093261 http://www.acquisition.gov/far/html/52_216.html#wp1115057 http://www.acquisition.gov/far/html/Subpart%2016_5.html#wp1093261

52.212-4 Contract Terms and Conditions—Commercial Items. (Alt 1) As prescribed in 12.301(b)(3), insert the following clause:

CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAR 2009)

(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.

http://www.acquisition.gov/far/html/Subpart%2012_3.html#wp1084399

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

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

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

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

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

(d) Disputes. This contract is subject to 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—

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

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

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

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

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

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://www.acquisition.gov/far/html/52_233_240.html#wp1113304 http://www.acquisition.gov/far/html/52_200_206.html#wp1137572 http://www.acquisition.gov/far/html/Subpart%202_1.html#wp1145507 subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—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) Payments. (1) Services accepted. Payment shall be made for services accepted by the Government that have been delivered to the delivery destination(s) set forth in this contract. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 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—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

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

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

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

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

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

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph http://www.acquisition.gov/far/html/Subpart%202_1.html#wp1145508

(i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’.”]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

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

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

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

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

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

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

(B) The Contractor’s timekeeping procedures;

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

and

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

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

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

(B) Any documents supporting payment of those invoices.

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

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

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

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

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

(D) Contractor point of contact.

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

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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(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 32.608-2of the Federal Acquisition Regulation in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the

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

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