Solicitation - W9128F25QA056.pdf

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDE

15. DATE OF QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

b. TELEPHONE

AREA CODE

NUMBER

STANDARD FORM 18 (REV. 6-95)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

8. TO:

b. COMPANYa. NAME

c. STREET ADDRESS

d. CITY e. STATE f. ZIP CODE

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

c. CITY

d. STATE e. ZIP CODE

7. DELIVERY

FOB DESTINATION

OTHER

(See Schedule)

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5a ON OR BEFORE CLOSE OF BUSINESS (Date)

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

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

ITEM NO.

(a)

SUPPLIES/ SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

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 are are not attached.

13. NAME AND ADDRESS OF QUOTER

a. NAME OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

PAGE OF PAGES

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

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY 6. DELIVER BY (Date)

5b. FOR INFORMATION CALL (NO COLLECT CALLS)

NAME TELEPHONE NUMBER

AREA CODE NUMBER

Section A - Solicitation/Contract Form

Basin Mining Area Road Repair- Basin, MT

W9128F25QA056

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

Limited Road Repair Services - Maintenance Work Plan, Road Repair Services, Work Completion Report, Basin Mining Area, Basin, MT

Product Service Code: Y1QA Pricing Arrangement: Firm Fixed Price

1 Job

Section C - Description/Specifications/Statement of Work

See PWS attachment in Section J.

Requirements Road repair services at Basin Mining Area, Operable Unit 5 (OU5) and Operable Unit 6 (OU6), in Basin, Montana.

Section E - Inspection and Acceptance

Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: Inspection/Acceptance

DoDAAC: W9128F CountryCode: USA

W071 ENDIST OMAHA

KO CONTRACTING OFFICE, 1616 CAPITOL AVENUE

OMAHA, NE 68102-4901

UNITED STATES

Laura Stephens Email: laura.a.stephens@usace.army.mil Telephone: 402-995-2802

Section F - Deliveries or Performance

Delivery On Or Before Delivery Date 22 Dec 2025

Ship To DoDAAC: W9128F CountryCode: USA

W071 ENDIST OMAHA

KO CONTRACTING OFFICE, 1616 CAPITOL AVENUE

OMAHA, NE 68102-4901

UNITED STATES

Rachel Blomberg Email: rachel.e.blomberg@usace.army.mil Telephone: (720) 418-9317

Line Item Delivery Schedule Quantity Address and POC

Delivery On Or Before Delivery Date 22 Dec 2025

1 Job Place of Performance DoDAAC: W916TX CountryCode: USA

USA ENGINEER FINANCE CTR 44213

USA CORPS OF ENGRS, ATTN FIN OFF 5722 INTEGRITY DRIVE

MILLINGTON, TN 38054-5005

UNITED STATES

Rachel Blomberg Email: rachel.e.blomberg@usace.army.mil Telephone: (720) 418-9317

Section G - Contract Administration Data

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.201-7000 Contracting Officer's Representative. Dec 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018 252.236-7000 Modification Proposals--Price Breakdown. Dec 1991

DFARS Clauses Incorporated by Full Text

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

Does not apply to this acquisition.

Section I - Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-13 System for Award Management Maintenance. Oct 2018 52.204-18 Commercial and Government Entity Code Maintenance. Aug 2020 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities.

Dec 2023

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Nov 2021

52.204-27 Prohibition on a ByteDance Covered Application. Jun 2023 52.219-6 Notice of Total Small Business Set-Aside. Nov 2020

52.219-27 Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program.

Feb 2024

52.222-50 Combating Trafficking in Persons. Nov 2021 52.223-5 Pollution Prevention and Right-to-Know Information. May 2024 52.225-13 Restrictions on Certain Foreign Purchases. Feb 2021 52.227-4 Patent Indemnity-Construction Contracts. Dec 2007 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-39 Unenforceability of Unauthorized Obligations. Jun 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-1 Disputes. May 2014 52.233-3 Protest after Award. Aug 1996 52.233-4 Applicable Law for Breach of Contract Claim. Oct 2004 52.236-5 Material and Workmanship. Apr 1984 52.236-7 Permits and Responsibilities. Nov 1991 52.243-5 Changes and Changed Conditions. Apr 1984 52.244-6 Subcontracts for Commercial Products and Commercial Services. Jan 2025 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form). Apr 1984

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 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. May 2024 252.204-7020 NIST SP 800-171 DoD Assessment Requirements. Nov 2023 252.225-7048 Export-Controlled Items. Jun 2013 252.232-7010 Levies on Contract Payments. Dec 2006 252.243-7001 Pricing of Contract Modifications. Dec 1991

FAR Clauses Incorporated by Full Text

52.211-10 Commencement, Prosecution, and Completion of Work. (Apr 1984)

Commencement, Prosecution, and Completion of Work (Apr 1984)

The Contractor shall be required to (a) commence work under this contract within calendar days after the date the Contractor receives the notice 180 to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than 22 December 2025. The time stated for completion shall include final cleanup of the premises.

* The Contracting Officer shall specify either a number of days after the date the contractor receives the notice to proceed, or a calendar date.

(End of clause)

52.232-5 Payments under Fixed-Price Construction Contracts. (May 2014)

Payments under Fixed-Price Construction Contracts (May 2014)

. The Government shall pay the Contractor the contract price as provided in this contract.(a) Payment of price

. The Government shall make progress payments monthly as the work proceeds, or at more frequent intervals as determined by (b) Progress payments the Contracting Officer, on estimates of work accomplished which meets the standards of quality established under the contract, as approved by the Contracting Officer.

The Contractor's request for progress payments shall include the following substantiation:(1)

An itemization of the amounts requested, related to the various elements of work required by the contract covered by the payment requested.(i)

A listing of the amount included for work performed by each subcontractor under the contract.(ii)

A listing of the total amount of each subcontract under the contract.(iii)

A listing of the amounts previously paid to each such subcontractor under the contract.(iv)

Additional supporting data in a form and detail required by the Contracting Officer.(v)

In the preparation of estimates, the Contracting Officer may authorize material delivered on the site and preparatory work done to be taken into (2) consideration. Material delivered to the Contractor at locations other than the site also may be taken into consideration if-

Consideration is specifically authorized by this contract; and(i)

The Contractor furnishes satisfactory evidence that it has acquired title to such material and that the material will be used to perform this contract.(ii)

. Along with each request for progress payments, the Contractor shall furnish the following certification, or payment shall (c) Contractor certification not be made: (However, if the Contractor elects to delete paragraph (c)(4) from the certification, the certification is still acceptable.)

I hereby certify, to the best of my knowledge and belief, that-

(1) The amounts requested are only for performance in accordance with the specifications, terms, and conditions of the contract;

(2) All payments due to subcontractors and suppliers from previous payments received under the contract have been made, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with subcontract agreements and the requirements of Chapter 39 of Title 31, United States Code;

(3) This request for progress payments does not include any amounts which the prime contractor intends to withhold or retain from a subcontractor or supplier in accordance with the terms and conditions of the subcontract; and

(4) This certification is not to be construed as final acceptance of a subcontractor's performance.

____ ( )Name

____ ( )Title

____ ( )Date

. If the Contractor, after making a certified request for progress payments, discovers that a portion or all of such (d) Refund of unearned amounts request constitutes a payment for performance by the Contractor that fails to conform to the specifications, terms, and conditions of this contract (hereinafter referred to as the "unearned amount"), the Contractor shall-

Notify the Contracting Officer of such performance deficiency; and(1)

Be obligated to pay the Government an amount (computed by the Contracting Officer in the manner provided in paragraph (j) of this clause) equal (2) to interest on the unearned amount from the 8 thday after the date of receipt of the unearned amount until-

The date the Contractor notifies the Contracting Officer that the performance deficiency has been corrected; or(i)

The date the Contractor reduces the amount of any subsequent certified request for progress payments by an amount equal to the unearned amount.(ii)

. If the Contracting Officer finds that satisfactory progress was achieved during any period for which a progress payment is to be made, (e) Retainage the Contracting Officer shall authorize payment to be made in full. However, if satisfactory progress has not been made, the Contracting Officer may retain a maximum of 10 percent of the amount of the payment until satisfactory progress is achieved. When the work is substantially complete, the Contracting Officer may retain from previously withheld funds and future progress payments that amount the Contracting Officer considers adequate for protection of the Government and shall release to the Contractor all the remaining withheld funds. Also, on completion and acceptance of each separate building, public work, or other division of the contract, for which the price is stated separately in the contract, payment shall be made for the completed work without retention of a percentage.

. All material and work covered by progress payments made shall, at the time of payment, become the sole (f) Title, liability, and reservation of rights property of the Government, but this shall not be construed as-

Relieving the Contractor from the sole responsibility for all material and work upon which payments have been made or the restoration of any (1) damaged work; or

Waiving the right of the Government to require the fulfillment of all of the terms of the contract.(2)

. In making these progress payments, the Government shall, upon request, reimburse the Contractor for the (g) Reimbursement for bond premiums amount of premiums paid for performance and payment bonds (including coinsurance and reinsurance agreements, when applicable) after the Contractor has furnished evidence of full payment to the surety. The retainage provisions in paragraph (e) of this clause shall not apply to that portion of progress payments attributable to bond premiums.

. The Government shall pay the amount due the Contractor under this contract after-(h) Final payment

Completion and acceptance of all work;(1)

Presentation of a properly executed voucher; and(2)

Presentation of release of all claims against the Government arising by virtue of this contract, other than claims, in stated amounts, that the (3) Contractor has specifically excepted from the operation of the release. A release may also be required of the assignee if the Contractor's claim to amounts payable under this contract has been assigned under the Assignment of Claims Act of1940 (31 U.S.C.3727 and 41 U.S.C.6305).

. Notwithstanding any provision of this contract, progress payments shall not exceed 80 percent on work (i) Limitation because of undefinitized work accomplished on undefinitized contract actions. A "contract action" is any action resulting in a contract, as defined in FAR subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes.

. In accordance with 31 U.S.C.3903(c)(1), the amount payable under paragraph (d)(2) of this clause (j) Interest computation on unearned amounts shall be-

Computed at the rate of average bond equivalent rates of 91-day Treasury bills auctioned at the most recent auction of such bills prior to the date (1) the Contractor receives the unearned amount; and

Deducted from the next available payment to the Contractor.(2)

(End of clause)

52.232-8 Discounts for Prompt Payment. (Feb 2002)

Discounts for Prompt Payment (Feb 2002)

(a) Discounts for prompt payment will not be considered in the evaluation of offers. However, any offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

(b) In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. 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, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.

(End of clause)

52.232-12 Advance Payments. (May 2001)

Advance Payments (May 2001)

. Advance payments will be made under this contract (1) upon submission of properly certified invoices or vouchers by (a) Requirements for payment the Contractor, and approval by the administering office, [insert the name of the office designated under agency procedures], or (2) under a letter ____ of credit. The amount of the invoice or voucher submitted plus all advance payments previously approved shall not exceed $ . If a letter of credit ____ is used, the Contractor shall withdraw cash only when needed for disbursements acceptable under this contract and report cash disbursements and balances as required by the administering office. The Contractor shall apply terms similar to this clause to any advance payments to subcontractors.

Until (1) the Contractor has liquidated all advance payments made under the contract and related interest charges and (2) the (b) Special account.

administering office has approved in writing the release of any funds due and payable to the Contractor, all advance payments and other payments under this contract shall be made by check payable to the Contractor marked for deposit only in the Contractor's special account with the [insert the name ____ of the financial institution]. None of the funds in the special account shall be mingled with other funds of the Contractor. Withdrawals from the special account may be made only by check of the Contractor countersigned by the Contracting Officer or a Government countersigning agent designated in writing by the Contracting Officer.

. The Contractor may withdraw funds from the special account only to pay for properly allocable, allowable, and reasonable costs for (c) Use of funds direct materials, direct labor, and indirect costs. Other withdrawals require approval in writing by the administering office. Determinations of whether costs are properly allocable, allowable, and reasonable shall be in accordance with generally accepted accounting principles, subject to any applicable subparts of part 31 of the Federal Acquisition Regulation.

At any time, the Contractor may repay all or any part of the funds advanced by the Government. Whenever (d) Repayment to the Government.

requested in writing to do so by the administering office, the Contractor shall repay to the Government any part of unliquidated advance payments considered by the administering office to exceed the Contractor's current requirements or the amount specified in paragraph (a) of this clause. If the Contractor fails to repay the amount requested by the administering office, all or any part of the unliquidated advance payments may be withdrawn from the special account by check signed by only the countersigning agent and applied to reduction of the unliquidated advance payments under this contract.

. When the sum of all unliquidated advance payments, unpaid interest charges, and other payments exceed percent of the (e) Maximum payment ____ contract price, the Government shall withhold further payments to the Contractor. On completion or termination of the contract, the Government shall deduct from the amount due to the Contractor all unliquidated advance payments and all interest charges payable. If previous payments to the Contractor exceed the amount due, the excess amount shall be paid to the Government on demand. For purposes of this paragraph, the contract price shall be considered to be the stated contract price of $ , less any subsequent price reductions under the contract, plus (1) any price increases ____ resulting from any terms of this contract for price redetermination or escalation, and (2) any other price increases that do not, in the aggregate, exceed $ [insert an amount not higher than 10 percent of the stated contract amount inserted in this paragraph]. Any payments withheld under this ____ paragraph shall be applied to reduce the unliquidated advance payments. If full liquidation has been made, payments under the contract shall resume.

Interest.(f)

The Contractor shall pay interest to the Government on the daily unliquidated advance payments at the daily rate specified in paragraph (f)(3) of (1) this clause. Interest shall be computed at the end of each calendar month for the actual number of days involved. For the purpose of computing the interest charge-

Advance payments shall be considered as increasing the unliquidated balance as of the date of the advance payment check;(i)

Repayments by Contractor check shall be considered as decreasing the unliquidated balance as of the date on which the check is received by the (ii) Government authority designated by the Contracting Officer; and

Liquidations by deductions from Government payments to the Contractor shall be considered as decreasing the unliquidated balance as of the (iii) date of the check for the reduced payment.

Interest charges resulting from the monthly computation shall be deducted from payments, other than advance payments, due the Contractor. If the (2) accrued interest exceeds the payment due, any excess interest shall be carried forward and deducted from subsequent payments. Interest carried forward shall not be compounded. Interest on advance payments shall cease to accrue upon satisfactory completion or termination of the contract for the convenience of the Government. The Contractor shall charge interest on advance payments to subcontractors in the manner described above and credit the interest to the Government. Interest need not be charged on advance payments to nonprofit educational or research subcontractors for experimental, developmental, or research work.

If interest is required under the contract, the Contracting Officer shall determine a daily interest rate based on the higher of (i) the published prime (3) rate of the financial institution (depository) in which the special account is established or (ii) the rate established by the Secretary of the Treasury under Pub.L.92-41 (50 U.S.C. App.1215(b)(2)). The Contracting Officer shall revise the daily interest rate during the contract period in keeping with any changes in the cited interest rates.

If the full amount of interest charged under this paragraph has not been paid by deduction or otherwise upon completion or termination of this (4) contract, the Contractor shall pay the remaining interest to the Government on demand.

Before an advance payment is made under this contract, the Contractor shall transmit to the administering office, (g) Financial institution agreement.

in the form prescribed by the administering office, an agreement in triplicate from the financial institution in which the special account is established, clearly setting forth the special character of the account and the responsibilities of the financial institution under the account. The Contractor shall select a financial institution that is a member bank of the Federal Reserve System, an "insured" bank within the meaning of the Federal Deposit Insurance Corporation Act (12 U.S.C.1811), or a credit union insured by the National Credit Union Administration.

. The Government shall have a lien upon any balance in the special account paramount to all other liens. The (h) Lien on special bank account Government lien shall secure the repayment of any advance payments made under this contract and any related interest charges.

Lien on property under contract.(i)

All advance payments under this contract, together with interest charges, shall be secured, when made, by a lien in favor of the Government, (1) paramount to all other liens, on the supplies or other things covered by this contract and on material and other property acquired for or allocated to the performance of this contract, except to the extent that the Government by virtue of any other terms of this contract, or otherwise, shall have valid title to the supplies, materials, or other property as against other creditors of the Contractor.

The Contractor shall identify, by marking or segregation, all property that is subject to a lien in favor of the Government by virtue of any terms of (2) this contract in such a way as to indicate that it is subject to a lien and that it has been acquired for or allocated to performing this contract. If, for any reason, the supplies, materials, or other property are not identified by marking or segregation, the Government shall be considered to have a lien to the extent of the Government's interest under this contract on any mass of property with which the supplies, materials, or other property are commingled.

The Contractor shall maintain adequate accounting control over the property on its books and records.

If, at any time during the progress of the work on the contract, it becomes necessary to deliver to a third person any items or materials on which (3) the Government has a lien, the Contractor shall notify the third person of the lien and shall obtain from the third person a receipt in duplicate acknowledging the existence of the lien. The Contractor shall provide a copy of each receipt to the Contracting Officer.

If, under the termination clause, the Contracting Officer authorizes the Contractor to sell or retain termination inventory, the approval shall (4) constitute a release of the Government's lien to the extent that-

The termination inventory is sold or retained; and(i)

The sale proceeds or retention credits are applied to reduce any outstanding advance payments.(ii)

Insurance.(j)

The Contractor shall maintain with responsible insurance carriers-(1)

Insurance on plant and equipment against fire and other hazards, to the extent that similar properties are usually insured by others operating plants (i) and properties of similar character in the same general locality;

Adequate insurance against liability on account of damage to persons or property; and(ii)

Adequate insurance under all applicable workers' compensation laws.(iii)

Until work under this contract has been completed and all advance payments made under the contract have been liquidated, the Contractor shall-(2)

Maintain this insurance;(i)

Maintain adequate insurance on any materials, parts, assemblies, subassemblies, supplies, equipment, and other property acquired for or allocable (ii) to this contract and subject to the Government lien under paragraph (i) of this clause; and

Furnish any evidence with respect to its insurance that the administering office may require.(iii)

Default.(k)

If any of the following events occurs, the Government may, by written notice to the Contractor, withhold further withdrawals from the special (1) account and further payments on this contract:

Termination of this contract for a fault of the Contractor.(i)

A finding by the administering office that the Contractor has failed to-(ii)

Observe any of the conditions of the advance payment terms;(A)

Comply with any material term of this contract;(B)

Make progress or maintain a financial condition adequate for performance of this contract;(C)

Limit inventory allocated to this contract to reasonable requirements; or(D)

Avoid delinquency in payment of taxes or of the costs of performing this contract in the ordinary course of business.(E)

The appointment of a trustee, receiver, or liquidator for all or a substantial part of the Contractor's property, or the institution of proceedings by or (iii) against the Contractor for bankruptcy, reorganization, arrangement, or liquidation.

The service of any writ of attachment, levy of execution, or commencement of garnishment proceedings concerning the special account.(iv)

The commission of an act of bankruptcy.(v)

If any of the events described in paragraph (k)(1) of this clause continue for 30 days after the written notice to the Contractor, the Government (2) may take any of the following additional actions:

Withdraw by checks payable to the Treasurer of the United States, signed only by the countersigning agency, all or any part of the balance in the (i) special account and apply the amounts to reduce outstanding advance payments and any other claims of the Government against the Contractor.

Charge interest, in the manner prescribed in paragraph (f) of this clause, on outstanding advance payments during the period of any event (ii) described in paragraph (k)(1) of this clause.

Demand immediate repayment by the Contractor of the unliquidated balance of advance payments.(iii)

Take possession of and, with or without advertisement, sell at public or private sale all or any part of the property on which the Government has a (iv) lien under this contract and, after deducting any expenses incident to the sale, apply the net proceeds of the sale to reduce the unliquidated balance of advance payments or other Government claims against the Contractor.

The Government may take any of the actions described in paragraphs (k)(1) and (2) of this clause it considers appropriate at its discretion and (3) without limiting any other rights of the Government.

. Notwithstanding any other terms of this contract, the Contractor shall not assign this contract, any interest therein, (l) Prohibition against assignment or any claim under the contract to any party.

. The Contractor shall furnish to the administering office (1) monthly or at other intervals as required, signed or (m) Information and access to records certified balance sheets and profit and loss statements together with a report on the operation of the special account in the form prescribed by the administering office; and (2) if requested, other information concerning the operation of the Contractor's business. The Contractor shall provide the authorized Government representatives proper facilities for inspection of the Contractor's books, records, and accounts.

. The terms of this contract are considered to provide adequate security to the Government for advance payments; however, if the (n) Other security administering office considers the security inadequate, the Contractor shall furnish additional security satisfactory to the administering office, to the extent that the security is available.

. The Contractor represents the following:(o) Representations

The balance sheet, the profit and loss statement, and any other supporting financial statements furnished to the administering office fairly reflect (1) the financial condition of the Contractor at the date shown or the period covered, and there has been no subsequent materially adverse change in the financial condition of the Contractor.

No litigation or proceedings are presently pending or threatened against the Contractor, except as shown in the financial statements.(2)

The Contractor has disclosed all contingent liabilities, except for liability resulting from the renegotiation of defense production contracts, in the (3) financial statements furnished to the administering office.

None of the terms in this clause conflict with the authority under which the Contractor is doing business or with the provision of any existing (4) indenture or agreement of the Contractor.

The Contractor has the power to enter into this contract and accept advance payments, and has taken all necessary action to authorize the (5) acceptance under the terms of this contract.

The assets of the Contractor are not subject to any lien or encumbrance of any character except for current taxes not delinquent, and except as (6) shown in the financial statements furnished by the Contractor. There is no current assignment of claims under any contract affected by these advance payment provisions.

All information furnished by the Contractor to the administering office in connection with each request for advance payments is true and correct.(7)

These representations shall be continuing and shall be considered to have been repeated by the submission of each invoice for advance payments.(8)

. To the extent the Government considers it necessary while any advance payments made under this contract remain outstanding, the (p) Covenants Contractor, without the prior written consent of the administering office, shall not-

Mortgage, pledge, or otherwise encumber or allow to be encumbered, any of the assets of the Contractor now owned or subsequently acquired, or (1) permit any preexisting mortgages, liens, or other encumbrances to remain on or attach to any assets of the Contractor which are allocated to performing this contract and with respect to which the Government has a lien under this contract;

Sell, assign, transfer, or otherwise dispose of accounts receivable, notes, or claims for money due or to become due;(2)

Declare or pay any dividends, except dividends payable in stock of the corporation, or make any other distribution on account of any shares of its (3) capital stock, or purchase, redeem, or otherwise acquire for value any of its stock, except as required by sinking fund or redemption arrangements reported to the administering office incident to the establishment of these advance payment provisions;

Sell, convey, or lease all or a substantial part of its assets;(4)

Acquire for value the stock or other securities of any corporation, municipality, or governmental authority, except direct obligations of the United (5) States;

Make any advance or loan or incur any liability as guarantor, surety, or accommodation endorser for any party;(6)

Permit a writ of attachment or any similar process to be issued against its property without getting a release or bonding the property within 30 days (7) after the entry of the writ of attachment or other process;

Pay any remuneration in any form to its directors, officers, or key employees higher than rates provided in existing agreements of which notice has (8) been given to the administering office; accrue excess remuneration without first obtaining an agreement subordinating it to all claims of the Government; or employ any person at a rate of compensation over $ ayear;____

Change substantially the management, ownership, or control of the corporation;(9)

Merge or consolidate with any other firm or corporation, change the type of business, or engage in any transaction outside the ordinary course of (10) the Contractor's business as presently conducted;

Deposit any of its funds except in a bank or trust company insured by the Federal Deposit Insurance Corporation or a credit union insured by the (11) National Credit Union Administration;

Create or incur indebtedness for advances, other than advances to be made under the terms of this contract, or for borrowings;(12)

Make or covenant for capital expenditures exceeding $ in total;(13) ____

Permit its net current assets, computed in accordance with generally accepted accounting principles, to become less than $ ; or(14) ____

Make any payments on account of the obligations listed below, except in the manner and to the extent provided in this contract:(15)

[List the pertinent obligations]____________

(End of clause)

52.232-27 Prompt Payment for Construction Contracts. (Jan 2017)

Prompt Payment for Construction Contracts (Jan 2017)

Notwithstanding any other payment terms in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer. Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(3) concerning payments due on Saturdays, Sundays, and legal holidays.)

(a) Invoice payments-

(1) Types of invoice payments. For purposes of this clause, there are several types of invoice payments that may occur under this contract, as follows:

(i) Progress payments, if provided for elsewhere in this contract, based on Contracting Officer approval of the estimated amount and value of work or services performed, including payments for reaching milestones in any project.

(A) The due date for making such payments is 14 days after the designated billing office receives a proper payment request. If the designated billing office fails to annotate the payment request with the actual date of receipt at the time of receipt, the payment due date is the 14 thday after the date of the Contractor's payment request, provided the designated billing office receives a proper payment request and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(B) The due date for payment of any amounts retained by the Contracting Officer in accordance with the clause at 52.232-5, Payments Under Fixed- Price Construction Contracts, is as specified in the contract or, if not specified, 30 days after approval by the Contracting Officer for release to the Contractor.

(ii) Final payments based on completion and acceptance of all work and presentation of release of all claims against the Government arising by virtue of the contract, and payments for partial deliveries that have been accepted by the Government (e.g., each separate building, public work, or other division of the contract for which the price is stated separately in the contract).

(A) The due date for making such payments is the later of the following two events:

(1) The 30 thday after the designated billing office receives a proper invoice from the Contractor.

(2) The 30 thday after Government acceptance of the work or services completed by the Contractor. For a final invoice when the payment amount is subject to contract settlement actions (e.g., release of claims), acceptance is deemed to occur on the effective date of the contract settlement.

(B) If the designated billing office fails to annotate the invoice with the date of actual receipt at the time of receipt, the invoice payment due date is the 30 thday after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(2) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(2)(i) through (a)(2)(xi) of this clause. If the invoice does not comply with these requirements, the designated billing office must return it within 7 days after receipt, with the reasons why it is not a proper invoice. When computing any interest penalty owed the Contractor, the Government will take into account if the Government notifies the Contractor of an improper invoice in an untimely manner.

(i) Name and address of the Contractor.

(ii) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of mailing or transmission.)

(iii) Contract number or other authorization for work or services performed (including order number and line item number).

(iv) Description of work or services performed.

(v) Delivery and payment terms (e.g., discount for prompt payment terms).

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

(viii) For payments described in paragraph (a)(1)(i) of this clause, substantiation of the amounts requested and certification in accordance with the requirements of the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts.

(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 (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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.

(xi) Any other information or documentation required by the contract.

(3) Interest penalty. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(3)(i) through (a)(3)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

(i) The designated billing office received a proper invoice.

(ii) The Government processed a receiving report or other Government documentation authorizing payment and there was no disagreement over quantity, quality, Contractor compliance with any contract term or condition, or requested progress payment amount.

(iii) In the case of a final invoice for any balance of funds due the Contractor for work or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

(4) Computing penalty amount. The Government will compute the interest penalty in accordance with the Office of Management and Budget prompt payment regulations at 5 CFR Part 1315.

(i) For the sole purpose of computing an interest penalty that might be due the Contractor for payments described in paragraph (a)(1)(ii) of this clause, Government acceptance or approval is deemed to occur constructively on the 7 thday after the Contractor has completed the work or services in accordance with the terms and conditions of the contract. If actual acceptance or approval occurs within the constructive acceptance or approval period, the Government will base the determination of an interest penalty on the actual date of acceptance or approval. Constructive acceptance or constructive approval requirements do not apply if there is a disagreement over quantity, quality, or Contractor compliance with a contract provision.

These requirements also do not compel Government officials to accept work or services, approve Contractor estimates, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(ii) The prompt payment regulations at 5 CFR1315.10(c) do not require the Government to pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes, and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

(5) Discounts for prompt payment. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at 5 CFR Part 1315.

(6) Additional interest penalty.

(i) The designated payment office will pay a penalty amount, calculated in accordance with the prompt payment regulations at 5 CFR Part 1315 in addition to the interest penalty amount only if-

(A) The Government owes an interest penalty of $1 or more;

(B) The designated payment office does not pay the interest penalty within 10 days after the date the invoice amount is paid; and

(C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with paragraph (a)(6)(ii) of this clause, postmarked not later than 40 days after the date the invoice amount is paid.

(ii)

(A) The Contractor shall support written demands for additional penalty payments with the following data. The Government will not request any additional data. The Contractor shall-

(1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment interest penalty and such additional penalty as may be required;

(2) Attach a copy of the invoice on which the unpaid late payment interest was due; and

(3) State that payment of the principal has been received, including the date of receipt.

(B) If there is no postmark or the postmark is illegible-

(1) The designated payment office that receives the demand will annotate it with the date of receipt provided the demand is received on or before the 40 thday after payment was made; or

(2) If the designated payment office fails to make the required annotation, the Government will determine the demand's validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40 thday after payment was made.

(b) Contract financing payments. If this contract provides for contract financing, the Government will make contract financing payments in accordance with the applicable contract financing clause.

(c) Subcontract clause requirements. The Contractor shall include in each subcontract for property or services (including a material supplier) for the purpose of performing this contract the following:

(1) Prompt payment for subcontractors. A payment clause that obligates the Contractor to pay the subcontractor for satisfactory performance under its subcontract not later than 7 days from receipt of payment out of such amounts as are paid to the Contractor under this contract.

(2) Interest for subcontractors. An interest penalty clause that obligates the Contractor to pay to the subcontractor an interest penalty for each payment not made in accordance with the payment clause-

(i) For the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and

(ii) Computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under 41 U.S.C. 7109 in effect at the time the Contractor accrues the obligation to pay an interest penalty.

(3) Subcontractor clause flowdown. A clause requiring each subcontractor to-

(i) Include a payment clause and an interest penalty clause conforming to the standards set forth in paragraphs (c)(1) and (c)(2) of this clause in each of its subcontracts; and

(ii) Require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier.

(d) Subcontract clause interpretation. The clauses required by paragraph (c) of this clause shall not be construed to impair the right of the Contractor or a subcontractor at any tier to negotiate, and to include in their subcontract, provisions that-

(1) Retainage permitted. Permit the Contractor or a subcontractor to retain (without cause) a specified percentage of each progress payment otherwise due to a subcontractor for satisfactory performance under the subcontract without incurring any obligation to pay a late payment interest penalty, in accordance with terms and conditions agreed to by the parties to the subcontract, giving such recognition as the parties deem appropriate to the ability of a subcontractor to furnish a performance bond and a payment bond;

(2) Withholding permitted. Permit the Contractor or subcontractor to make a determination that part or all of the subcontractor's request for payment may be withheld in accordance with the subcontract agreement; and

(3) Withholding requirements. Permit such withholding without incurring any obligation to pay a late payment penalty if-

(i) A notice conforming to the standards of paragraph (g) of this clause previously has been furnished to the subcontractor; and

(ii) The Contractor furnishes to the Contracting Officer a copy of any notice issued by a Contractor pursuant to paragraph (d)(3)(i) of this clause.

(e) Subcontractor withholding procedures. If a Contractor, after making a request for payment to the Government but before making a payment to a subcontractor for the subcontractor's performance covered by the payment request, discovers that all or a portion of the payment otherwise due such subcontractor is subject to withholding from the subcontractor in accordance with the subcontract agreement, then the Contractor shall-

(1) Subcontractor notice. Furnish to the subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon ascertaining the cause giving rise to a withholding, but prior to the due date for subcontractor payment;

(2) Contracting Officer notice. Furnish to the Contracting Officer, as soon as practicable, a copy of the notice furnished to the subcontractor pursuant to paragraph (e)(1) of this clause;

(3) Subcontractor progress payment reduction. Reduce the subcontractor's progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under paragraph (e)(1) of this clause;

(4) Subsequent subcontractor payment. Pay the subcontractor as soon as practicable after the correction of the identified subcontract performance deficiency, and-

(i) Make such payment within-

(A) Sevendays after correction of the identified subcontract performance deficiency (unless the funds therefor must be recovered from the Government because of a reduction under paragraph (e)(5)(i)) of this clause; or

(B) Sevendays after the Contractor recovers such funds from the Government; or

(ii) Incur an obligation to pay a late payment interest penalty computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under 41 U.S.C.