Sol_1305M324R0061.pdf

1305M324R0061

1. REQUEST NO.

5a. ISSUED BY

NAME

a. NAME

c. STREET ADDRESS

d. CITY

10. PLEASE FURNISH QUOTATIONS TO

THE ISSUING OFFICE IN BLOCK 5a ON

OR BEFORE CLOSE OF BUSINESS (Date)

2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO. 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG.1

RATING

6. DELIVERY BY (Date)

7. DELIVERY

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

PAGE OF PAGES

5b. FOR INFORMATION CALL: (No collect calls)

TELEPHONE NUMBER

AREA CODE NUMBER

8. TO:

b. COMPANY

e. STATE f. ZIP CODE

c. CITY

d. STATE e. ZIP CODE

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 services. 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)

THIS RFQ

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

IS IS NOT A SMALL BUSINESS SET ASIDEX

05/24/2024

1 79

7600 SAND POINT WAY NE BLDG 1

SEATTLE WA 98115

WAD-NMFS-Seattle 2 Days After Receipt of Order

FISHERIES ECOLOGY BRANCH

74 MAGRUDER ROAD

F/NEC85

HIGHLANDS

NJ 07732

ANNA MA

06/07/2024 1400 PD

FOB DESTINATION

OTHER

(See Schedule)X

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

See continuation pages.

Continued ...

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations

13. NAME AND ADDRESS OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

a. NAME OF QUOTER

AREA CODE

NUMBER

15. DATE OF QUOTATION

b. TELEPHONE are are not attached

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

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

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 79

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

1305M324R0061

Period of Performance: 07/01/2024 to 06/30/2025

0001 Task 1: Delivery of Low Sulfur #2-Diesel Heating

Oil in accordance with (IAW) the Statement of

Work (SOW). Not-to-Exceed (NTE) 25,000 gallons.

0002 Task 2: Optional - Additional Delivery of Low

Sulfur #2-Diesel Heating Oil IAW the SOW. NTE

5,000 gallons.

1001 Task 1: Delivery of Low Sulfur #2-Diesel Heating

Oil IAW the SOW. NTE 25,000 gallons.

(Option Line Item)

1002 Task 2: Optional - Additional Delivery of Low

Sulfur #2-Diesel Heating Oil IAW the SOW. NTE

5,000 gallons.

(Option Line Item)

2001 Task 1: Delivery of Low Sulfur #2-Diesel Heating

Oil IAW the SOW. NTE 25,000 gallons.

(Option Line Item)

2002 Task 2: Optional - Additional Delivery of Low

Sulfur #2-Diesel Heating Oil IAW the SOW. NTE

5,000 gallons.

(Option Line Item)

3001 Task 1: Delivery of Low Sulfur #2-Diesel Heating

Oil IAW the SOW. NTE 25,000 gallons.

(Option Line Item)

3002 Task 2: Optional - Additional Delivery of Low

Sulfur #2-Diesel Heating Oil IAW the SOW. NTE

5,000 gallons.

(Option Line Item)

4001 Task 1: Delivery of Low Sulfur #2-Diesel Heating

Oil IAW the SOW. NTE 25,000 gallons.

(Option Line Item)

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 79

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

1305M324R0061

4002 Task 2: Optional - Additional Delivery of Low

Sulfur #2-Diesel Heating Oil IAW the SOW. NTE

5,000 gallons.

(Option Line Item)

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

1305M324R0061 BASE

Section 2 - Combined Synopsis/Solicitation Section 3 - Line Items and Attachments Section 4 - Contract Terms and Conditions Section 5 - Other Contract Terms and Conditions Section 6 - Instructions to Offerors Section 7 - Evaluation

Section 2 - Combined Synopsis/Solicitation

(i) This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in FAR Subpart 12.6, as supplemented with FAR Subpart 13.5, with additional information included in this notice. This announcement constitutes the only solicitation;

proposals are being requested and a written solicitation will not be issued.

All responsible Small Business sources may submit a proposal which shall be considered by National Oceanic and Atmospheric Administration (NOAA). The Government intends to select one contractor, however the Government reserves the right to award no contract at all, depending on the quality of the proposal, the prices submitted, and the availability of funds.

(ii) This solicitation is issued as a request for quote (RFQ). Written proposal for RFQ 1305M324R0061 shall be submitted on Standard Form 18.

(iii) The solicitation and incorporated provisions and clauses are those in effect through Federal Acquisition Circular No. 2024-04, dated May 1, 2024.

(iv) The proposed contract action is set-aside 100% for small business (SB) concerns. The associated NAICS code for this requirement is 457210, Fuel Dealers, and the business size standard for this requirement is 100 Employees.

(v) A list of line item number(s) and items, quantities, and units of measure (including options) are as follows:

Base Year: July 1, 2024 to June 30, 2025

CLIN SCHEDULE OF SUPPLIES / SERVICES

ESTIMATED

QUANTITY

(NTE)

UNIT UNIT

PRICE* TOTAL

Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil in accordance with (IAW) the Statement of Work (SOW).

25,000 GAL

Task 2: Optional - Additional Delivery of Low Sulfur #2-Diesel Heating Oil IAW the

SOW.

5,000 GAL

Base Year Total (CLINs 0001 - 0002) Option Year 1: July 1, 2025 to June 30, 2026

CLIN SCHEDULE OF SUPPLIES / SERVICES

ESTIMATED

QUANTITY

(NTE)

UNIT UNIT

PRICE* TOTAL

1001 Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil IAW the SOW. 25,000 GAL

Task 2: Optional - Additional Delivery of Low Sulfur #2-Diesel Heating Oil IAW the

SOW.

5,000 GAL

Option Year 1 Total (CLINs 1001 - 1002)

Option Year 2: July 1, 2026 to June 30, 2027

CLIN SCHEDULE OF SUPPLIES / SERVICES

ESTIMATED

QUANTITY

(NTE)

UNIT UNIT

PRICE* TOTAL

2001 Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil IAW the SOW. 25,000 GAL

Task 2: Optional - Additional Delivery of Low Sulfur #2-Diesel Heating Oil IAW the

SOW.

5,000 GAL

Option Year 2 Total (CLINs 2001 - 2002) Option Year 3: July 1, 2027 to June 30, 2028

CLIN SCHEDULE OF SUPPLIES / SERVICES

ESTIMATED

QUANTITY

(NTE)

UNIT UNIT

PRICE* TOTAL

3001 Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil IAW the SOW. 25,000 GAL

Task 2: Optional - Additional Delivery of Low Sulfur #2-Diesel Heating Oil IAW the

SOW.

5,000 GAL

Option Year 3 Total (CLINs 3001 - 3002) Option Year 4: July 1, 2028 to June 30, 2029

CLIN SCHEDULE OF SUPPLIES / SERVICES

ESTIMATED

QUANTITY

(NTE)

UNIT UNIT

PRICE* TOTAL

4001 Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil IAW the SOW. 25,000 GAL

Task 2: Optional - Additional Delivery of Low Sulfur #2-Diesel Heating Oil IAW the

SOW.

5,000 GAL

Option Year 4 Total (CLINs 4001 - 4002)

Base, plus All Options Total (CLINs 0001 - 4002)

* May be adjusted IAW FAR 52.216-2 Economic Price Adjustment-Standard Supplies

SCHEDULE OF PRICES KEY:

CLIN = contract line item number, GAL = gallon, NTE = not-to-exceed

(vi) The Northeast Fisheries Science Center (NEFSC) has a need for low sulfur #2 diesel heating oil (fuel) to support the James J. Howard Laboratory on Sandy Hook. Contractor shall provide all plant, trained labor, equipment, supplies, transportation, and quality control necessary to provide delivery.

See Section 3 for a full Statement of Work (SOW).

(vii) Acceptance of all CLINs will be provided by the Contracting Officer's Representative at the dates and location as designated in the SOW.

(viii) The provision at FAR 52.212-1 Instructions to Offerors – Commercial Products and Commercial Services, and addenda applies to this acquisition. See Section 6 for complete clause.

(ix) The provision at FAR 52.212-2 Evaluation – Commercial Products and Commercial Services, and addenda applies to this acquisition. See Section 7 for complete clause, including paragraph (a) of the provision.

(x) Offerors are required to include a complete copy of the provision at FAR 52.212- 3 Offeror Representations and Certifications – Commercial Products and Commercial Services, with their offer. See Section 6 for complete clause.

(xi) The clause at FAR 52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services, and addenda applies to this acquisition. See Section 4 for complete clauses.

(xii) The clause at FAR 52.212-5 Contract Terms and Conditions Required to Implement Executive Orders

– Commercial Products and Commercial Services, applies to this acquisition. See Section 5 for a complete listing of the additional FAR clauses cited under this clause that are applicable to this acquisition.

(xiii) The following additional contract requirement(s) or terms and conditions apply to this acquisition:

N/A

(xiv) Defense Priorities and Allocations System (DPAS) ratings are not applicable to this acquisition.

(xv) The offer shall be submitted by email to Anna Ma at anna.ma@noaa.gov and Rachel Karkane at rachel.karkane@noaa.gov by June 7, 2024 at 2:00 PM Pacific Time.

(xvi) For more information regarding this solicitation, please contact:

Contract Specialist – Anna Ma, anna.ma@noaa.gov Contracting Officer – Rachel Karkane, rachel.karkane@noaa.gov

Section 3 - Line Items and Attachments

STATEMENT OF WORK

National Oceanic and Atmospheric Administration (NOAA) NOAA Fisheries Northeast Fisheries Science Center (NEFSC) Heating Oil for James J. Howard Laboratory

I. Background

The National Oceanic and Atmospheric Administration (NOAA) of the Department of Commerce (DOC), is a governmental agency charged with the mission of stewardship for living marine resources. James J.

Howard Laboratory is located at 74 Magruder Road, Sandy Hook, NJ 07732

II. Scope of Work

Contractor shall provide all plant, trained labor, equipment, supplies, transportation, and quality control necessary to provide delivery of low sulfur #2 diesel heating oil (fuel) to the James J. Howard Laboratory on Sandy Hook, 74 Magruder Road, Highlands New Jersey, 07732.

The contractor shall be fully knowledgeable of all requirements of the contract documents and shall make themselves aware of all job site conditions that will affect their work. Contractor shall be responsible for the delivery and unloading of the product. Contractor shall execute operating procedures for the safe and professional delivery and unloading of the product. Work shall be accomplished in accordance with the terms and conditions of the contract in a safe and professional manner. Contractor is responsible for damage to any Government equipment, supplies, or facilities caused by Contractor personnel. Contractor shall respond to government inquiry and calls within 48 hours of notification by the government representative.

III. Place of Performance

The NEFSC and James J. Howard Laboratory 74 Magruder Road, Sandy Hook, New Jersey 07732.

IV. Hours of Operation

Contractor shall perform work between the hours of 7:00 AM – 3:30 PM Eastern Standard Time (EST) Monday through Friday with the exclusion of all federal holidays. The Federal Holiday home page can be found at www.opm.gov/fedhol.

V. Contractor Roles, Responsibilities, and Tasks

A. Contractor is shall ensure all employees; sub-contractors, vendors, and other company representatives are responsible for all means and methods as they relate to safety and shall comply with all applicable Occupational Safety and Health Administration (OSHA), National Economic Council (NEC), National Fire Protection Association (NFPA), Environmental Protection Agency (EPA), Government Agencies, Professional Associations, Councils, Institutes, Manufacturer, Laws, Cods and Standards http://www.opm.gov/fedhol concerning environmental pollution prevention control, transportation, and handling of fuels requirements (low sulfur #2 diesel heating oil).

1. Contractor shall follow all New Jersey, EPA, Department of Transportation (DOT), licensing, certifications, training and requirements for the transport and delivery of fuels.

2. Contractor shall provide daily instructions to personnel performing under this contract to maintain a safe environment for the facilities’ occupants, including staff, visitors, customers and the occurrences of the general public on or near the work site. Contractor shall comply with the requirements of 29 CFR, Part 1910: OSHA. The Contractor shall promptly correct any non-complying work or conditions. The Government nor its representatives shall bear any responsibility for safety precautions at the project work site.

3. Contractor shall pay for and carry all required insurances and permits as required by the state of New Jersey, EPA and DOT.

4. Contractor ensure all personnel performing fuel delivery services under this contract shall have a minimum of five (5) years’ experience in delivering and transporting fuel oil in the state of New Jersey.

5. Contractor shall provide protection of surrounding area during delivery, and shall immediately repair any damage caused, and clean up any debris caused by the contractor delivery process.

6. Contractor shall immediately inform the COR of any environmentally hazardous situations that may arise as well as contact required regulatory agencies.

Task 1: Delivery of Low Sulfur #2-Diesel Heating Oil

A. Contractor shall deliver (not to exceed the awarded cost) based on an estimated quantity of 25,000 gallons of low sulfur #2-diesel heating oil to the James J. Howard Laboratory, Sandy Hook, New Jersey.

B. Current product standards apply. Contractor must comply with the current national Fuel Quality Standards and (US) ASTM fuel quality standards for products produced or manufactured and supplied under this contract. The government reserves the right to test for compliance with these standards.

Task 2: Optional – Additional Delivery of Low Sulfur #2-Diesel Heating Oil

A. Contractor shall deliver optional quantity (not to exceed the awarded option cost) based on an estimated quantity of 5,000 gallons of low sulfur #2-diesel heating oil to 74 Magruder Road, and the James J. Howard Laboratory, Sandy Hook, New Jersey.

B. Current product standards apply. Contractor must comply with the current national Fuel Quality Standards and U.S. American Society of Testing and Materials (ASTM) fuel quality standards for products produced or manufactured and supplied under this contract. The government reserves the right to test for compliance with these standards.

C. Contractor shall deliver product to the James J. Howard Laboratory 74 Magruder Road, Highlands, N.J. There is one (1) underground storage tank at this location.

1. Tank #1 – Tank capacity is 12,000 gallons. Gravity fill only.

VI. Schedule of Deliverables

The following is a schedule of all deliverables, including administrative deliverables, required during the period of performance of this contract:

Item Description Due Date Deliver To Task 1 Delivery of Low Sulfur #2-

Diesel Heating Oil Shall be completed within 48 hours of request for delivery.

Coordinated with COR. COR will unlock oil tanks and COR shall witness the unloading process

Task 2 Optional – Additional Delivery of Low Sulfur #2- Diesel Heating Oil

Shall be completed within 48 hours of request for delivery.

Coordinated with COR. COR will unlock oil tanks and COR shall witness the unloading process

VII. Pricing Method

Contractor shall adhere to the following pricing method. Pricing shall be based on the rack price the day of delivery using the applicable/appropriate Oil Price Information Service (OPIS) Rack Price Index, plus vendor’s fixed mark-up price and other regulatory fees as provided in the schedule of prices. As the options are exercised, the dollar amount may need to be adjusted up or down due to the volatility of fuel prices. The actual charges for the fuel shall be based on the best Government rate available on the date of delivery.

Pricing for fuels shall be in US currency calculated to 2 decimal places in accordance with the following:

A. If the 3rd decimal place is five (5) or greater, the 2nd decimal place is rounded up by one (1).

B. If the 3rd decimal place is less than five (5), the 2nd decimal place is not changed.

VIII. Acceptance of Product

A. Contractor shall leave the delivery slip with the COR or an electronic receipt to be received immediately after the delivery.

B. Non-Conformance. The government reserves the right to conduct quality testing. If said testing results in any supplied product to be non-conforming, the following shall apply:

1. The government will not be required to pay for any product found to be non-conforming. If payment has already occurred, then the contractor at its own cost will remove any non-conforming product supplied.

2. Contractor shall re-supply an equal amount of fuel that does conform, at no extra cost to the government.

3. Contractor accepts liabilities for any damages to government equipment due to the non-compliant product.

IX. Hazardous Materials

A. Contractor shall not cause or permit any hazardous material to be brought upon, kept or used in or about the premises by its agents, employees, or subcontractors without the prior consent of the Government. Hazardous materials that are necessary to the performance of this contract shall be used, kept, stored and disposed of in a manner that complies with all applicable laws regulating any such hazardous material brought upon or used or kept at the work site.

B. As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material, or waste, including but not limited to, those substances, materials, and wastes listed in the Department of Transportation Hazardous Material Table (49 CFR 172.101) or by the EPA as hazardous substances (40 CFR Part 68.130) and amendments thereto, petroleum products, or such other substances, material, and wastes that are or become regulated under any applicable local, state, or Federal law.

X. Security Requirements

Security Clearances are not required. The Government reserves the right to deny access to Government facilities/property at any time, for any reason. The Government will not be held liable for any delays or breach of contract caused by refusal to allow entry.

A. Contractor employees and associated subcontractors performing under this contract MUST be U.S. citizens or MUST have established and maintain legal residence in the U.S., and be authorized by the US Government to work in the United States (e.g. Green card, worker authorization, etc.). All Contractor employees and all associated subcontractors performing under this contract MUST have at least one form of US Government issued photo identification (driver’s license, US passport, US work visa, etc.) for entry to the Government facility/property.

B. National Agency Check with Inquires (NACI). Not required. This is a low risk non-IT service contract of 180 days or more which require a NACI for Contractor employees, or associated subcontractor(s) when access to a DOC owned, leased, or controlled facility is required for performance. This service does not require access of Contractor employees or associated subcontractor(s) into DOC owned, leased, or control facilities. Due to the COR establishing a preset schedule where government employees will be present on site during the actual performance of Work, it has been determined that NACI for personnel performing under this contract will not be required.

C. Contractor employees and associated subcontractor personnel, vehicles, and property under their control are subject to search upon entering or exiting the installation, or at any point while on the installation. Any vehicles or personnel found in possession of prohibited items will be removed, and/or barred, from the installation and released to the appropriate civil authorities.

D. Government reserves the right to exclude or remove from the site any Contractor employee of the Contractor or associated subcontractor whom the Government deems incompetent, careless, insubordinate, or otherwise objectionable, or whose continued employment on the contract is deemed by the Government to be contrary to the public interest.

XI. Safety, Security, Fire Protection, Environmental Controls, Conservation of Utilities, and Compliance with Laws and Regulations.

A. Safety Requirements. Contractor shall take all necessary precautions to meet proper safety standards, and regulations of all local, state and federal codes and regulations.

1. Contractor shall record and report promptly to the COR and Contracting Officer (CO), all available facts relating to each instance of damage to Government property or injury to either Contractor or Government personnel.

2. If the Government elects to conduct an investigation of the accident/mishap, the Contractor shall cooperate fully and assist government personnel in the conduct of investigation until the investigation is completed.

3. While on Government property, Contractor shall not use a cell phone while operating a vehicle or other motorized equipment unless the operator is utilizing a hands-free device as such is prohibited by Federal regulations. Motor vehicle regulations are strictly enforced and excessive violations may result in the loss of driving privileges on the Government facility.

4. While on Government property, smoking will only be in authorized designated areas.

B. Security. There are no specific security requirements for performance under this contract.

C. Fire Protection Requirements. The emergency telephone number for NEFSC/FSB East Falmouth, Massachusetts is 911. Contractor shall comply with government evacuation procedures.

XII. Government Roles

The COR does NOT have authority to change the terms and conditions of the contract. When, in the opinion of the Contractor, the COR requests efforts outside the existing scope of the contract, the Contractor shall promptly notify the CO in writing. Contractor under such direction shall take no action until the CO has resolved the issue or has otherwise issued a modification to the contract.

XIII. Government Responsibilities

A. Government shall inspect the supplies delivered under this contract. Any corrective action required as a result of the inspection will be accomplished prior to final monthly billing. Government will document instances of deficiencies.

B. Contractor may be notified of deficiencies in performance in writing by the COR/CO. Oral deficiency notifications will be confirmed in writing by the COR/CO. Contractor shall take prompt corrective action upon notice of deficiency. Prompt is defined as within 24 hours of notification.

C. Government personnel other than COs and the authorized COR, may, with CO coordination, observe Contractor operations. However, these personnel may not interfere with Contractor performance or make any changes to the contract.

D. Government Furnished Property, Materials, Equipment and Services (GFP/M/E/S). Not applicable. Government dumpsters shall not be used by the Contractor.

Attachments

Attachment Number Title

1 Vicinity Map 2 Performance Form Questionnaire

Section 4 - Contract Terms and Conditions

FAR 52.204-13 System for Award Management Maintenance. (OCT 2018)

FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020)

CAR 1352.201-70 Contracting Officer's Authority. (MAR 2010)

CAR 1352.209-73 Compliance with the laws. (APR 2010)

CAR 1352.209-74 Organizational conflict of interest. (APR 2010)

Standard Language Addendum to FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023)

Additional FAR, CAR, and NOAA Acquisition Manual clauses are included as addenda in this Section.

Standard Language UTILIZATION OF FEDCONNECT FOR CONTRACT ADMINISTRATION

The Department of Commerce will utilize the FedConnect® web portal in administering this award. The contractor must be registered in FedConnect® and have access to the FedConnect® website located at https://www.fedconnect.net/Fedconnect/. For assistance in registering or for other FedConnect® questions please call the FedConnect® Help Desk at (800) 899-6665 or email at support@fedconnect.net. There is no charge for registration in or use of FedConnect®.

FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) - Alternate I (NOV 2021)

(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. The portion of the "hourly rate" attributable to profit shall be 10 percent.

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

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

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

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

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

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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 Federal Acquisition Regulation (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: No subcontracts for services are in this contract; 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 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, line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

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

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

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

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

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

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: 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: 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 line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records.