Solicitation - N4215826QN021.pdf

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

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

OFFER

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

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

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

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

Solicitation/Contract Form Continuation

Stenographer/Court Reporting Service

N4215826QN021

Continuation of Supplies or Services and Prices/Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

0001 COURT REPORTER SERVICES

Pricing Arrangement: Firm Fixed Price

1 Job

1.

2.

3.

Continuation of Description

STATEMENT OF WORK

PROCUREMENT OF COURT REPORTING SERVICES

1.0 BACKGROUND

This Statement of Work outlines the requirements for court reporting services in connection with the Equal Employment Opportunity Commission (EEOC) Hearing.

2.0 OBJECTIVE

The objective is to secure a certified court reporter to create a verbatim, official record of the EEOC Hearing scheduled for May 6-7, 2026.

3.0 SCOPE OF WORK

The scope of this work is to obtain certified court reporter services for a two-day EEOC hearing to be conducted at Norfolk Naval Shipyard over Microsoft Teams. The service will include recording the proceedings, producing transcripts in specified formats, and delivering them to the designated parties within the required timeframe.

Service Provider Hearing Dates Start Time Location

TBD May 6-7, 2026 TBD - Anticipated 8:00 AM EDT

Microsoft Teams

Norfolk Naval Shipyard

Portsmouth, VA 23709

4.0 SPECIFIC TASKS

The contractor shall perform the following tasks:

Provide a certified stenographer/court reporter to provide comprehensive court reporting services for the entire duration of the scheduled hearing. The proceeding will be held over Microsoft Teams at Norfolk Naval Shipyard, Portsmouth, VA 23709.

Produce a complete transcript that includes a word index. The transcript must also be provided in a searchable electronic format (e.g., E-Tran or ASCII).

Deliverables and Delivery Schedule:

Deliver one (1) hard copy and one (1) electronic (PDF) copy of the transcript directly to the Administrative Judge within ten (10) calendar days after the adjournment of the hearing.

Deliver one (1) electronic (PDF) copy to the agency representative within the same timeframe.

DELIVERY ADDRESSES:

Recipient Format Delivery Address/Email

TBD 1 Hard Copy and 1 PDF Copy TBD

TBD 1 PDF Copy TBD

POINTS OF CONTACT:

Role Name Phone Email

Technical POC TBD

Certifying POC TBD

Requirements To provide a certified stenographer/ court reporting services for a two-day Hearing to be conducted in person at Norfolk Naval Shipyard. The service will include recording the proceedings, producing transcripts in specified formats, and delivering them to the designated parties within the required timeframe.

Continuation of Packaging and Marking

Continuation of Inspection and Acceptance

Continuation of Deliveries or Performance

Line Item Delivery Schedule Quantity Address and POC

Period of Performance From 06 May 2026 To 15 May 2026

1 Job

Continuation of Accounting and Appropriation Data

Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.229-12 Tax on Certain Foreign Procurements. Feb 2021 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-13 System for Award Management-Maintenance. (Deviation 2026-O0038) Feb 2026 52.219-6 Notice of Total Small Business Set-Aside. (Deviation 2026-O0038) Feb 2026 52.222-41 Service Contract Labor Standards. (Deviation 2026-O0038) Feb 2026 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving. May 2024 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-36 Payment by Third Party. (Deviation 2026-O0038) Feb 2026 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-3 Protest after Award. (Deviation 2026-O0038) Feb 2026 52.233-4 Applicable Law for Breach of Contract Claim. (Deviation 2026-O0038) Feb 2026

52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (Deviation 2026- O0038)

Feb 2026

52.224-3 Privacy Training. Jan 2017

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. May 2024 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime. Jan 2023 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018 252.232-7009 Mandatory Payment by Governmentwide Commercial Purchase Card. May 2018 252.232-7010 Levies on Contract Payments. Dec 2006 252.247-7023 Transportation of Supplies by Sea. Oct 2024

FAR Clauses Incorporated by Full Text

52.222-42 Statement of Equivalent Rates for Federal Hires. (May 2014)

STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor ( ), this clause 29 CFR Part 4 identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C.5341 or 5332.

This Statement is for Information Only: It is not a Wage Determination

Employee Class Monetary Wage-Fringe Benefits

(End of clause)

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

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

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

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

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

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

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

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice WAWF training.

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

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

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports WAWF payment instructions.

in WAWF for this contract or task or delivery order:

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

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

(ii) For fixed price line items-

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

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

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

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

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

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

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

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

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in Document routing.

WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC ____

Issue By DoDAAC ____

Admin DoDAAC ____

Inspect By DoDAAC ____

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in Payment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

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

(g) WAWF point of contact.

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

(Contracting Officer: Insert applicable information or "Not applicable.")

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

(End of clause)

Addendum to 52.212-4, Contract Terms and Conditions - Commercial Products and Commercial Services

Contract Terms and Conditions-- and (Nov 2023)Commercial Products Commercial Services

(a) /AcceptanceInspection . The Contractor only tender for acceptance those items that conform to the requirements of this shall contract. The Government reserves the right to inspect or test any or services that have been tendered for acceptance. supplies The Government require repair or replacement of nonconforming or reperformance of nonconforming services at may supplies no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government seek an equitable price reduction or adequate consideration for acceptance of nonconforming or may supplies services. The Government exercise its post-acceptance rights- must

(1) Within a reasonable time after the defect was discovered or have been discovered; and should

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

Act (31 U.S.C. 3727). However, when a third party makes payment ( use of the Governmentwide Assignment of Claims e.g., commercial purchase card), the Contractor not assign its rights to receive payment under this contract. may

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

(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, , appeal or action arising under or relating to this contract be a claim shall dispute to be resolved in accordance with the clause at Federal Regulation (FAR) , Disputes, which is Acquisition 52.233-1 incorporated herein by reference. The Contractor proceed diligently with performance of this contract, pending final shall resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor be liable for default unless nonperformance is caused by an occurrence beyond the shall 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 notify the as soon as it is shall Contracting Officer in writing reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, remedy such occurrence with all reasonable dispatch, and promptly give written notice to the of shall shall Contracting Officer the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

N4215826QN021

https://acquisition.gov/far/52.233-1#FAR_52_233_1 https://acquisition.gov/far/52.202-1#FAR_52_202_1

(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 ; and invoice

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

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

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

(B) If EFT banking information is not required to be on the , in order for the to be a , the Contractor invoice invoice proper invoice have submitted correct EFT banking information in accordance with the applicable provision, ( shall solicitation contract clause

, Payment by - , or , Payment bye.g., 52.232-33 Electronic Funds Transfer System for Award Management 52.232-34 Electronic -Other Than ), or applicable agency procedures.Funds Transfer System for Award Management

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

(i) Payment.-

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

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

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or payment or that the Government invoice has otherwise overpaid on a contract financing or payment, the Contractor - invoice 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 ( , duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);e.g.

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

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

(D) Contractor point of contact.

N4215826QN021

https://acquisition.gov/far/52.232-33#FAR_52_232_33 https://acquisition.gov/far/52.232-34#FAR_52_232_34 https://acquisition.gov/far/52.212-5#FAR_52_212_5

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

(6) Interest.

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

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the within the timeline specified in the Contracting Officer 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 (see ). Contracting Officer 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 be due at the earliest of the following dates: shall

(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 be computed for the actual number of calendar days involved beginning on the due date and ending shall 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 be reduced under the procedures prescribed in FAR in effect on may 32.608-2 the date of this contract.

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

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

(2) Delivery of the to the Government at the destination specified in the contract, if transportation is . supplies 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 immediately stop all work hereunder and shall

N4215826QN021

https://acquisition.gov/far/33.211#FAR_33_211 https://acquisition.gov/far/32.607-2#FAR_32_607_2 https://acquisition.gov/far/32.608-2#FAR_32_608_2 immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the shall Contractor be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of shall termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor not be required to comply with the cost shall accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor not be paid for any work performed or costs incurred which reasonably could have shall been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to integrity. procurement

(s) Order of precedence. Any inconsistencies in this or contract be resolved by giving precedence in the solicitation shall following order:

(1) The schedule of /services. supplies

(2) The Assignments, Disputes, Payments, , Other Compliances, Compliance with Laws Unique to Government Invoice Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at . 52.212-5

(4) Addenda to this or contract, including any license agreements for . solicitation computer software

(5) Solicitation provisions if this is a . solicitation

(6) Other paragraphs of this clause.

(7) The . Standard Form 1449

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation ( 31 U.S.C. 1341), the following govern: shall

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user be deemed to have agreed to such clause by virtue of shall it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the ), are incorporated by reference into the contract. System for Award Management (SAM

(End of clause)

IAlternate (Nov 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) (1) The Government has the right to inspect and test all materials furnished and services performed /Acceptance.Inspection 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 also inspect the plant or plants of the Contractor or any subcontractor engaged in contract may performance. The Government will perform and tests in a manner that will not unduly delay the work. inspections

(2) If the Government performs or tests on the premises of the Contractor or a subcontractor, the Contractor inspection shall furnish and require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient shall 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 be specified in the contract) may after acceptance of the services or materials last delivered under this contract, the Government require the Contractor to may 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 be determined under paragraph (i) of this shall clause, but the "hourly rate" for labor hours incurred in the replacement or correction be reduced to exclude that portion of shall the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit be 10 shall percent. The Contractor not tender for acceptance materials and services required to be replaced or corrected without shall disclosing the former requirement for replacement or correction, and, when required, disclose the corrective action taken. [ shall

]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 be a dispute under the Disputes clause shall of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government at any time require the Contractor to remedy by may 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 be otherwise specified in the contract. may

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

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

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

(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 of the contractor under a common control. affiliates

(iii) "Materials" means-

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

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

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

usage charges, etc.);

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

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

(iv) "Subcontract" means any contract, as defined in FAR , entered into with a subcontractor to furnish or subpart 2.1 supplies 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, , and changes and modifications to purchase orders purchase

.orders

(i) (1) The Government will pay the Contractor as follows upon the submission of commercial Payments. Work performed.

approved by the :invoices Contracting Officer

(i) . Hourly rate

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

(B) The rates be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. shall 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) be submitted once each month (or at more frequent intervals, if approved by the ) to the Invoices may Contracting Officer or the authorized representative.Contracting Officer

(D) When requested by the or the authorized representative, the Contractor substantiate Contracting Officer shall 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 not be varied by virtue of the Contractor shall having performed work on an basis. overtime

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

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

( ) If the Schedule provides rates for , the premium portion of those rates will be reimbursable only to the extent the3 overtime is approved by the .overtime Contracting Officer

(ii) . Materials

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

( ) Quantities being acquired; and1

( ) Any modifications necessary because of contract requirements.2

(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 ; or invoice

(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, , commissions, and other amounts that are scrap identifiable to the contract.

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

(1) . The Government will reimburse the Contractor on the basis of actual cost for the following, provided Other Direct Costs such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:[Insert each element of other (e.g., direct costs travel, computer usage charges, etc. Insert "None" if no reimbursement for other will be provided. If this is an direct costs indefinite delivery contract, the insert "Each order list separately the elements of other direct Contracting Officer may must

]charge(s) for that order or, if no reimbursement for other will be provided, insert 'None'." direct costs

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(2) . The Government will reimburse the Contractor for (Material Handling, Subcontract Administration, etc.)Indirect Costs on a pro-rata basis over the period of contract performance at the following fixed price:[indirect costs Insert a fixed amount for the and payment schedule. Insert "$0" if no fixed price reimbursement for will be provided. (If this is indirect costs indirect costs an indefinite delivery contract, the insert "Each order list separately the fixed amount for the Contracting Officer may must

]and payment schedule or, if no reimbursement for , insert 'None')."indirect costs indirect costs

(2) . It is estimated that the total cost to the Government for the performance of this contract not exceed the Total cost shall 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 notify the giving a revised estimate of the total price to the Government for performing this contract shall Contracting Officer 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 so notify the , giving a revised estimate of the total price for shall Contracting Officer 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 will so advise the Contractor, giving the then revised estimate of the total Contracting Officer amount of effort to be required under the contract.

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

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

(i) Records that verify that the employees whose time has been included in any meet the qualifications for the labor invoice 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 for the purpose of verifying that these employees have worked the invoice hours shown on the . invoices

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

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

(B) Any documents supporting payment of those . invoices

(5) Each payment previously made be subject to reduction to the extent of amounts, on Overpayments/Underpayments. shall preceding , that are found by the not to have been properly payable and also be subject to invoices Contracting Officer shall reduction for overpayments or to increase for underpayments. The Contractor promptly pay any such reduction within 30 shall 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 payment or invoice that the Government has otherwise overpaid on an payment, the Contractor - invoice 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 ( , duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);e.g.

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

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

(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 bear simple interest from shall the date due until paid unless paid within 30 days of becoming due. The interest rate be the interest rate established by the shall 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 issue a demand for payment to the Contractor upon finding a debt is due under the contract. may

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the within the timeline specified in the Contracting Officer 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 (see FAR Contracting Officer ).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 be due at the earliest of the following dates: shall

(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 be computed for the actual number of calendar days involved beginning on the due date and ending shall 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 be reduced under the procedures prescribed in FAR in effect on may 32.608-2 the date of this contract.

(viii) Upon receipt and approval of the designated by the Contractor as the "completion " and supporting invoice invoice 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 , and supporting documentation, be submitted by invoice shall 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 approve ) from the date of completion. Contracting Officer may in writing

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

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

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

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

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

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

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

(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 immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.