New solicitation RFQ SP330011Q0030 pg2 to 43 .docx

SP330011Q0030

NOTICE TO OFFERORS

1. This Request for Quotation (RFQ) is being issued to establish a combination firm-fixed price and time and materials contract for preventive and remedial maintenance services for material government owned equipment located at DLA Distribution Hill, Utah. The services shall be performed on the specified equipment provided at Attachment 1, and in accordance with the Statement of Work (SOW) provided at Attachment 2. The solicitation number is SP3300-11-Q-0030. This solicitation is issued as set aside for small business concerns.

2. PERIOD OF PERFORMANCE: The base year period of performance shall be on or about: 01 April 2011 through 31 March 2012 with two (2) year options to extend from:

Option Year One (1) 01 April 2012 through 31 March 2013.

Option Year Two (2) 01 April 2013 through 31 March 2014.

3. Contractor shall type company name, address, and CAGE code in block 17a of SF 1449 exactly as it appears in the DoD Central Contractor Registration (CCR) Database.

4. CENTRAL CONTRACTOR REGISTRATION – As stated in referenced FAR 52.212-1 Instructions to Offerors, paragraph (k) Central Contractor Registration, a prospective awardee shall be registered in the CCR database prior to award, during performance and through final payment of any contract resulting from this solicitation. Offerors may obtain information on registration and annual confirmation requirements via the Internet at http://www.ccr.gov or by calling 1-800-227-2423 or 269-961-5757.

5. The offeror must complete the certification of the accounting system found on page 71 of RFQ. Failure to provide the certification will eliminate the offeror from consideration for award.

6. Invoicing and Payment: Billing shall be made monthly in arrears. Invoices shall be submitted on the 5th day of the month to the Contract Specialist listed on page 1 of this document in the block titled, “ Administered by” with a copy to the responsible Government Point of Contact at DLA Distribution Hill, Utha to be named upon awarding of contract.

Invoices shall contain all required price and cost documentation, as applicable. Invoices shall be neat and legible and clearly state the labor hours, repair parts and associated costs, and any other required information, as applicable.

The Government POC shall enter the Preventive Maintenance (PM) and Remedial Maintenance (RM) invoice data into EMACS prior to forwarding the certified invoice to the contract administrator for payment.

Payment will be made by government credit card.

7. CONTRACT PRICING: CLIN X005, X006 and X007 are time and material CLINs. Reference FAR 52.214-4 Alt I, the contractor shall be reimbursed for actual hours incurred only. The contractor shall not exceed the CLINs/contract ceilings without prior approval from the Contracting Officer. The price charged to the Government for a purchased part under CLINs X006 shall be the contractor’s actual costs for the item. If the contractor obtains a part at a discounted cost, the contractor shall pass the savings on to the Government. Upon request of the Government Point of Contact (POC), the contractor will be required to provide invoices and/or proof of pricing for the contractor purchased part. CLIN X008 are firm-fixed price CLIN. The quantities are only estimated based on the Government best estimated and are NOT TO BE EXEEDED (NTE) without notifying the Contracting Officer prior to performing the CLIN X008.

8. WAGE DETERMINATION: This requirement is subject to the Service Contract Act. Wage Determination No. 2005-2531, Revision No. 10, dated 29 JUN 2010, is provided as Attachment 5.

Pursuant to FAR 52.222-42, Statement of Equivalent Rates for Federal Hires, the following data is provided for informational purposes only and is not a Wage Determination. The Wage Grade (WG) equivalent to this position is as follows:

Heavy Equipment Mobile Mechanic = $20.36 per hour (WG-5803-10, Step 1)

9. Questions shall be submitted in writing via e-mail to:

Defense Distribution Center 2001 Mission Drive, Bldg. 404 Acquisition Operations (DDC-AB), Attn: Michael Minto New Cumberland, PA 17070-5000 E-mail: Michael.Minto@dla.mil

SCHEDULE OF SUPPLIES/SERVICES

BASE YEAR CLINS 0001 THROUGH 0008

BASE YEAR PERIOD

Firm-fixed-price

SAME AS CLIN 0001

25.5L X 18W X 29H

SAME AS CLIN 0001

SAME AS CLIN 0001

SAME AS CLIN 0001

38.5L X 26.7W X 22.6L

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

Labor to perform equipment repair in conjunction with Remedial Maintenance. The number of hours shown is an estimate only. Contractor will only be paid for the actual number of hours worked.

Medical Assembly/Shelter Repair Division Hill, Utah (repairs performed during the Principal Period of Maintenance)

NOT TO EXCEED

$__6,000.00 CEILING PRICE

TOTAL FOR ALL BASE YEAR CLINS $_______________________________________

CEILING PRICE

OPTION YEAR 1 CLINS 0001 THROUGH 0008

OPTION YEAR 1 CLINS 0001 THROUGH 0008

OPTION YEAR 1 PERIOD

25.5L X 18W X 29H

SAME AS CLIN 0001

SAME AS CLIN 0001

SAME AS CLIN 0001

38.5L X 26.7W X 22.6L

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

Labor to perform equipment repair in conjunction with Remedial Maintenance. The number of hours shown is an estimate only. Contractor will only be paid for the actual number of hours worked.

Medical Assembly/Shelter Repair Division Hill, Utah (repairs performed during the Principal Period of Maintenance)

NOT TO EXCEED

TOTAL FOR ALL OPTION YEAR 1 CLINS $_______________________________________

OPTION YEAR 2 CLINS 0001 THROUGH 0008

OPTION YEAR 2 PERIOD

25.5L X 18W X 29H

SAME AS CLIN 0001

SAME AS CLIN 0001

SAME AS CLIN 0001

38.5L X 26.7W X 22.6L

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

38.5L X 26.7W X 22.6H

SAME AS CLIN 0001

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0002

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

SAME AS CLIN 0003

Labor to perform equipment repair in conjunction with Remedial Maintenance. The number of hours shown is an estimate only. Contractor will only be paid for the actual number of hours worked.

Medical Assembly/Shelter Repair Division Hill, Utah (repairs performed during the Principal Period of Maintenance)

NOT TO EXCEED

TOTAL FOR ALL OPTION YEAR 2 CLINS $_______________________________________

TOTAL FOR ALL BASE AND OPTION YEARS $_________________________________________

The quantities shown above are estimated only. They represent the Government’s best known estimated quantity. If the Government’s requirement do not result in the quantity described as estimated; such event shall not constitute the basis for an equitable price adjustment under this contract. Payment will only be for the actual quantities provide to the Government at the prices specified.

CLAUSES

Addenda to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JUN 2010) Additional applicable clauses incorporated by reference:

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007)

FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

FAR 52.243-3 CHANGES—TIME-AND MATERIALS OR LABOR-HOURS (SEP 2000)

FAR 52.245-1 GOVERNMENT PROPERTY (AUG 2010)

DFARS 252.201-7000 CONTRACTOR OFFICER’S REPRESENTATIVE (DEC 1991)

DFARS 252.204-7000 DISCLOSURE OF INFORMATION (DEC 1991)

DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS (DEC 2006)

DLAD 52.204-9003 VENDOR SECURITY REQUIREMENTS (MAY 2009)

Clauses incorporated by full text:

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (ALTERNATE 1) (OCT 2008)

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

(e) Definitions.

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

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

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

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

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

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

(i) Payments.

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

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

(1) Other direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: NONE

(2) Indirect Costs (Material handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: $0

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

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

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

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

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

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

(B) The Contractor’s timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

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

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

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

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

(D) Contractor point of contact.

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

(6)

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.60702).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor 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 shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government 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 warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for 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) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete.