combined_synopsis.pdf

SP3300-16-Q-0171

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

This is a Request for Quote (RFQ) and the RFQ number is SP3300-16-Q-0171. All offers must be received by June 27, 2016 at 3 PM EST to be considered for award. Offerors should email Michael Minto, the method in which they sent their quotations.

2. This notice incorporates provisions and clauses in effect through Federal Acquisition Circular (FAC)

2005-87 effective April 6, 2016, Defense Federal Acquisition Regulation Supplement (DFARS) DPN 20160510 and Defense Logistics Acquisition Directive (DLAD) current to Revision 5 and Proc Ltr 2016-06. The complete text of any of the clauses and provisions are available electronically from the following site: http://www.farsite.hill.af.mil.

3. This Request for Quotation (RFQ) is being issued to establish a Firm Fixed Price / Time and Material contract for scheduled preventative maintenance and unscheduled remedial maintenance Support Services for Lenel and AMAG Electronic Security System (ESS), Closed Circuit Television (CCTV), Aiphone Systems, and Morse Watchman Keypro System at DLA Distribution Corpus Christi, Texas.

The contractor shall provide all labor, equipment, tools, test equipment, materials, replacement parts, and supervision necessary to perform on Government owned equipment located as outlined in the attached Equipment List as provided in Attachment 3. The services shall be performed in accordance with the Performance Work Statement (PWS) provided as Attachment 2.

4. This RFQ is solicited as an unrestricted basis. The North American Industry Classification System

(NAICS) code for this project is 561621 and the size standard is $20.5 million.

5. DESCRIPTION OF ITEMS: DLA Distribution Corpus Christi, Texas has a requirement for a firm fixed price / time and material type contract to provide all labor, materials, tools, equipment and supervision necessary to perform scheduled and unscheduled maintenance with parts and Installation on Government owned Electronic Security Systems in accordance with the attached Performance Work Statement for a Base and Two Option Years for the period of performance as follows:

Period of performance Base Year: 07-09-2016 to 07-08-2017 Period of performance Option Year 1: 07-09-2017 to 07-08-2018 Period of performance Option Year 2: 07-09-2018 to 07-08-2019

6. The Offeror shall provide Lenel certifications for all proposed Contractor personnel at the Lenel

Certified Professional (LCP) level or higher.

7. Insurance: Any required insurance certifications must be submitted to the Contracting Officer within ten

(10) days after the date of contract award as referenced in FAR 52.228-5 and under Special Contract Requirements.

8. The offeror must complete the certification of the accounting system found in Attachment 4.

Failure to provide the certification will eliminate the offeror from consideration for award. The offeror shall also provide a description of the accounting system in this quote which demonstrates the ability of the vendor adhere with the items found in the certification statement. If the offeror possesses a DCAA approved accounting system, the offeror may provide the date of approval and the cognizant

Source Selection Information See FAR 2.101and 3.104 http://www.farsite.hill.af.mil/

DCAA office in lieu of the description required above. “The Government does reserve the right to conduct a post-award audit.”

9. INVOICING AND PAYMENT – Invoicing and Payment will be made via WAWF. See DFARS

Clause 252.232-7006. Billing shall be made monthly in arrears. 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 COR shall enter the Preventive maintenance (PM) and Remedial Maintenance (RM) invoice data into EMACS prior to certified invoice.

10. Contractor shall type company name, address, and CAGE code exactly as it appears in the DoD System for Award Management (SAM) Database.

Company Name: ________________________________ Company Address: ________________________________

Telephone ________________________________ CAGE Code ________________________________

12. SYSTEM FOR AWARD MANAGEMENT – A prospective awardee shall be registered in the System for Award Management (SAM) 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.sam.gov.

13. ACCOUNTING SYSTEM: In accordance with FAR 16.104(i), offerors must demonstrate that they possess an adequate accounting system to be eligible for award of this contract. The Government will utilize information from the contractor’s certification found in Attachment 4 and information submitted with in accordance with FAR 52.212-1. If the Government is unable to determine that the offeror has an adequate accounting system as defined in Attachment 5, the offeror will be ineligible for award of this contract.

The offeror shall also provide a description of the accounting system in this quote which demonstrated the ability of the vendor to adhere with the items found in the certification statement. If the offeror possesses a DCAA approved accounting system, the offeror may provide the date of approval and the cognizant DCAA office in lieu of the description required above. “The Government does reserve the right to conduct a post-award audit.”

14. CONTRACT PRICING: CLIN 0004, 0005, 1003, 1004, 2003 and 2004 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 0005, 1004 and 2004 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. The period of performance will begin July 9th, 2016 to July 8th, 2017 with Two Options Years.

Source Selection Information

15. WAGE DETERMINATION: This requirement is subject to the Service Contract Act. Wage

Determination No. 2005-2507, Revision No. 18. dated January 5th, 2016, is provided as Attachment14.

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:

Electrician = $21.66 per hour (WG-2805-11, Step 1)

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

Email: MICHAEL.MINTO@DLA.MIL No questions will be answered after June 20th, 2016

17. Proposal Due Date: See FAR 52.212-1 below

18. The Government is not soliciting for the “same old way” of doing business. The Government encourages quotes that will achieve savings through innovative processes. Furthermore, DLA Distribution personal are working to eliminate unnecessary requirements and negotiating for a reduction in supplies/material prices. Therefore, your assistance is requested in reducing prices and improving our buying processes.

19. Attachments:

Attachment 1 – Schedule of Supplies Attachment 2 – Performance Work Statement Attachment 3 – Equipment List Attachment 4 – Certification of Offer Attachment 5 – Evaluation factors Attachment 6 – Offer Submission Instructions Attachment 7 – Past Performance Questionnaire Attachment 8 - Maintenance Task List Attachment 9 – Sample of Maintenance Work order.

Attachment 10 – TE 1.1 Contractor Personnel Security Attachment 11 – TE 1.2 CAC Procedures Attachment 12 – CDRL CAC Procedures Attachment 13 –DLA SOP Attachment 14 - DoL Wage Determination No. 2005-2507, Revision No. 18, dated January 5th, Location were Service to be performed at DLA Distribution Corpus Christi, Texas 540 First Street Corpus Christi, TX 78419-5255

ORIGANIZATIONAL CONFLICT OF INTEREST

1. The contractor shall be ineligible from participation as a contractor, subcontractor, or consultant in any procurement arising or resulting from any of the services provided to DDC on this contract. This restriction

Source Selection Information mailto:MICHAEL.MINTO@DLA.MIL includes providing services to any potential bidders on such procurements. The contractor shall not incorporate its products or services in any statement of work or specification unless directed to do so in writing by the Contracting Officer.

2. If the contractor in the performance of this contract obtains access to information such as plans, policies, reports, studies, financial data, internet data, or any other non-public information or information by the Privacy Act, the contractor agrees not to release such information without prior written approval from the Contracting Officer. The use of such information for personal gain is prohibited.

3. In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

ILLEGAL ITEMS NOT AUTHORIZED ON FEDERAL INSTALLATION

Illegal drugs, guns or other contraband are not authorized on this Federal installation. It is the contractor's responsibility to ensure that its employees working on-site at this installation are U. S. citizens or legal aliens with no outstanding warrants. This installation is manned by a DoD Police Force who possesses apprehension authority, which includes holding suspects for local authorities. The local authorities can issue a citation that charges the individual with a specific offense and requires the individual to appear before a Federal Magistrate.

This agency processes illegal aliens in accordance with INS instructions.

MANAGEMENT OF CONTRACTOR EMPLOYEES

The Contractor personnel are employees of the Contractor and under the administrative control and supervision of the Contractor. The Contractor, through its personnel, shall perform the tasks prescribed in the Statement of Work. The Contractor shall select, supervise, and exercise control and direction over its employees under this contract. The Contractor shall not supervise, direct, or control the activities of the Government personnel or the employee of any other contractor, except any subcontractor employed by the Contractor on this contract. The Government shall not exercise any supervision or control over the Contractor in the performance of contractual services under this contract. The Contractor is accountable to the Government for the actions of its personnel.

SUBMISSION OF SERVICE/DELIVERY SLIPS

Service verification slips must be delivered to the Technical POC/Contracting Officer’s Representative (COR) following each on-site visit. Verification slips shall include the contract number, person’s name who performed the service, date of time of performance, duration of service, and the tasks performed. All verification slips must be signed by an authorized person for whom the service was performed. Failure to comply will result in a delay in payment.

MARK CONTRACT NUMBER ON ALL CORRESPONDENCE

Contractor must mark the contract or purchase order number on all paperwork and shipments. The order number must appear on the exterior of the shipment. Failure to follow these instructions will hold up payment to you and could result in the return of merchandise at your expense.

The Government is not soliciting for the “same old way” of doing business. The Government encourages proposals that will achieve savings through innovative processes. Furthermore, DLA Distribution personnel are working to eliminate unnecessary requirements and negotiating for a reduction in supplies/material prices. Therefore, your assistance is requested in reducing prices and improving our buying processes.

Questions shall be submitted in writing via e-mail to Michael.Minto@dla.mil.

INSURANCE

The Contractor shall, at its own expense, provide and maintain during the entire period of any resulting contract, including any extensions granted by contract modification, at least the kinds and minimum amounts of insurance noted here:

Workers’ Compensation and Employer’s Liability - $100,000 (except in states with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.)

General Liability- $500,000 per occurrence

Automobile Liability – Property damage $20,000 per occurrence, Bodily injury $200,000 per person and $500,000 per occurrence.

When requested by the Contracting Officer, the Contractor shall provide a copy of all subcontractors’ proofs of required insurance no later than five (5) days before each subcontractor commences work on the Government installation.

LINE ITEMS

SCHEDULE OF SUPPLIES/SERVICES

See Attachment 1 – Schedule of Supplies and Services

(BASE YEAR PRICING, OPTION YEAR 1 PRICING, AND OPTION YEAR 2 PRICING)

THE PROVIDED PRICES ARE AN ESTIMATE OF GOVERNMENT NEEDS FOR THE DERATION OF

THE CONTRACT BASED ON PREVIOUS YEARS NEEDS.

Any award resulting from this solicitation will be issued on a Standard Form (SF) 1449.

CONTRACT CLAUSES

Addenda to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(MAY 2015)

Additional applicable clauses incorporated by reference:

FAR 52.203-3 -- GRATUITIES (APR 1984)

FAR 52.204-9 -- PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

(JAN 2011)

FAR 52.209-10 -- PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS (NOV 2015)

FAR 52.223-10 -- WASTE REDUCTION PROGRAM (MAY 2011)

FAR 52.227-1 -- AUTHORIZATION AND CONSENT (DEC 2007)

FAR 52.228-5 -- INSURANCE – WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

FAR 52.232-17-- INTEREST (MAY 2014)

FAR 52.232-25 -- PROMPT PAYMENT (JUL 2013)

FAR 52.232-39 -- UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

FAR 52.232-40 -- PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

FAR 52.237-2 -- PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND

VEGETATION (APR 1984)

FAR 52.242-13 -- BANKRUPTCY (JUL 1995)

FAR 52.245-1 -- GOVERNMENT PROPERTY (APR 2012)

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

DFARS 252.203-7000 -- REQUIREMENTS RELATING TO COMPENSATION OF FORMER

DOD

OFFICIALS (SEP 2011)

DFARS 252.203-7003 -- AGENCY OFFICE OF THE INSPECTOR GENERAL (DEC 2012)

DFARS 252.203-7005 -- REPRESENTATION RELATING TO COMPENSATION OF FORMER

DOD OFFICIALS (NOV 2011)

DFARS 252.203-7997 – PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS

(DEVIATION

2016-O0003)(OCT2015)

DFARS 252.204-7000 -- DISCLOSURE OF INFORMATION (AUG 2013)

DFARS 252.204-7012 -- SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER

INCIDENT REPORTING (DEC 2015)

DFARS 252.204-7015 -- DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT

CONTRACTORS (FEB 2014)

DFARS 252.205-7000 -- PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT

HOLDERS (DEC 1991)

DFARS 252.209-7001 -- DISCLOSURE OF OWNERSHIP OR CONTROL BY THE

GOVERNMENT A TERRORIST COUNTRY (JAN 2009)

DFARS 252.223-7008 -- PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013)

DFARS 252.225-7001 -- BUY AMERICAN AND BALANCE OF PAYMENTS PROGRAM

(NOV 2014)

DFARS 252.225-7012 -- PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (FEB

2013)

DFARS 252.225-7021 -- TRADE AGREEMENTS—BASIC (OCT 2015)

DFARS 252.225-7048 -- EXPORT CONTROLLED ITEMS (JUNE 2013)

DFARS 252.226-7001 -- UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED

ECONOMIC ENTERPRISES AND NATIVE HAWAIIAN SMALL

BUSINESS CONCERTNS (SEP 2004)

DFARS 252.232-7003 -- ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND

RECEIVING REPORTS (JUN 2012)

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

DFARS 252.242-7006 ACCOUNTING SYSTEM ADMINISTRATION (FEB 2012)

DFARS 252.243-7002 -- REQUESTS FOR EQUITABLE ADJUSTMENT (DEC 2012)

DFARS 252.247-7003 -- PASS-THROUGH OF MOTOR CARRIER FUEL SURCHARGE

ADJUSTMENT TO THE COST BEARER (JUN 2013)

DFARS 252.247-7023 -- TRANSPORTATION OF SUPPLIES BY SEA (APR 2014)

DFARS 252.247-7024 -- NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA

(MAR 2000)

DLAD 52.211-9014 -- CONTRACTOR RETENTION OF TRACEABILITY DOCUMENTATION

(AUG 2012)

DLAD 52.204-9000 -- CONTRACTOR PERSONNEL SECURITY (APR 2008)

Clauses incorporated by full text:

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015)

ALTERNATE 1 (MAY 2014)

(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.

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions.

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payments.

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

(i) Hourly rate.

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

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

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

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

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

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

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

(3) If the Schedule 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 not exceed the Contractor’s established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

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

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

(2) Indirect Costs (Material handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: NONE

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

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

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

(i) Records that verify that the employees whose time has been included in any invoice 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 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

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

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

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

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

(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.

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination.

The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. 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 written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the “hourly rate” for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the “hourly rate” attributable to profit shall be 10 percent. In the event of termination for cause, 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations 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) System for Award Management (SAM).

(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 SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(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 Use 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 shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of 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 System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

FAR 52.217-9 – OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within…