SF 30 AMENDMENT 1 W25G1V23Q0076.pdf

W25G1V3079019M

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of the amendment is to:

1. Extend the deadline for responses to this solicitation from August 9, 2023, to August 18, 2023.

2. Incorporate Questions and Answ ers 1.

3. Incorporate the changes to Attachment I Performance Work Statement, Attachment II Pricing Table, and the Solicitation resulting from Questions and Answ ers 1 (Reference continuation page "Amendment 0001 Changes").

4. Change the issuing office and aministrative office DoDaaC from W25G1V to W51AA1.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 17

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 09-Aug-2023

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X W25G1V23Q0076

X 9B. DATED (SEE ITEM 11)

10-Jul-2023

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer X is extended, is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

09-Aug-2023

CODE

ACC-APG TOBYHANNA DIVISION

11 HAP ARNOLD BLVD

TOBYHANNA PA 18466

W51AA1 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W25G1V23Q0076

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

The following items are applicable to this modification:

AMENDMENT 0001 CHANGES

Block 14 Continuation Page - Summary of Amendment 0001 Changes Changes to the Performance Work Statement (PWS) Attachment I, the Pricing Table – Attachment II, and the Solicitation PWS Attachment I #1. Page 3 para 2.0 - Removed 6 (six) hours and replaced it with Unscheduled/Emergency Repairs.

#2. Page 5 of the PWS has been updated to include "Response time for all Unscheduled/Emergency Repair service calls on all units will be within a 72-hour timeframe."

#3. Page 7, para 6.0 has been amended to read – “Invoices. Invoices shall be submitted not later than 14 days after completion of services. Payment will be on a quarterly basis after certification by POC. This applies to both Preventative Maintenance and Emergency Services."

#4. Page 6, para 5.1 has been amended to read – "Invoicing. Three contract lines (CLINs) will be used for invoicing Preventative Maintenance (quarterly, semiannual, and annual inspections). A firm fixed price (FFP) CLIN will be used for proposal pricing and invoicing for all three tiers of PM. Service will include evaluation of all the units for possible upgrade. Contractor is to discuss and provide a report on any engineering changes or installations that would be necessary, along with associated costs to convert units from the current configurations. Contractor will advise of any obsolescence, parts availability, or support issues. This does not require the Contractor to upgrade any equipment.”

#5. Page 6, para 5.1.2 has been amended to read - "Invoicing. A separate contract line (CLIN) will be used for proposal pricing and invoicing for Time and Materials (T&M) for any authorized on-site Unscheduled/Emergency Repairs."

#6. Page 7 Para 5.1.3 has been amended to read - "The Contractor shall invoice all material at cost only."

Pricing Table Attachment II CLIN 0004, 1004, 20004 Quantity of the Hours has been amended to 80 Hours.

Solicitation Clause 52.212-4 (Alt I) has been amended to read – “Invoices shall be submitted not later than 14 days after completion of services.”

Narrative on page 7 of 65, in Item 0004, has been corrected to 0004.

Narrative on page 10 of 65 in Item 1004, has been corrected to 1004.

Narrative on page 13 of 65, in Item 2004, has been corrected to 2004.

SUMMARY OF CHANGES

SECTION SF 1449 - CONTINUATION SHEET

SOLICITATION/CONTRACT FORM

The required response date/time has changed from 09-Aug-2023 04:00 PM to 18-Aug-2023 04:00 PM.

SUPPLIES OR SERVICES AND PRICES

CLIN 0004

The CLIN extended description has changed from:

400HZ CYCLE CONVERTER EMERGENCY REPAIRS IN ACCORDANCE WITH ATTACHMENT I

PERFORMANCE WORK STATEMENT ON FORTY (40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATEGORY MUST BE DETERMINED TO BE FAIR AND REASONABLE.

INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE EMERGENCY

REPAIRS WITH AN HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM 0002 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE 52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS PROVIDED ON THIS

CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE PERFORMED ON AN

AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK PERFORMED. CHANGES TO

THE CEILING WILL BE MADE BY CONTRACT MODIFICATION ONLY.

To:

PERFORMANCE WORK STATEMENT ON FORTY (40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATEGORY MUST BE DETERMINED TO BE FAIR AND REASONABLE.

INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE EMERGENCY

REPAIRS WITH AN HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM 0004 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE 52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS PROVIDED ON THIS

CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE PERFORMED ON AN

AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK PERFORMED. CHANGES TO

CLIN 1004

400HZ CYCLE CONVERTER EMERGENCY REPAIRS IN ACCORDANCE WITH ATTACHMENT I

PERFORMANCE WORK STATEMENT ON FORTY(40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATAGORY MUST BE DETERMINED TO BE FAIR AND

REASONABLE.INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE

EMERGENCY REPAIRS WITH THE HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM

1002 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE

52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE

ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS

PROVIDED ON THIS CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE

PERFORMED ON AN AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK

PERFORMED. CHANGES TO THE CEILING WILL BE MADE BY CONTRACT MODIFICATION ONLY.

PERFORMANCE WORK STATEMENT ON FORTY(40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATAGORY MUST BE DETERMINED TO BE FAIR AND

REASONABLE.INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE

EMERGENCY REPAIRS WITH THE HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM

1004 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE

52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE

ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS

PROVIDED ON THIS CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE

PERFORMED ON AN AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK

PERFORMED. CHANGES TO THE CEILING WILL BE MADE BY CONTRACT MODIFICATION ONLY.

CLIN 2004

400HZ CYCLE CONVERTER EMERGENCY REPAIRS IN ACCORDANCE WITH ATTACHMENT I

PERFORMANCE WORK STATEMENT ON FORTY (40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATAGORY MUST BE DETERMINED TO BE FAIR AND REASONABLE.

INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE EMERGENCY

REPAIRS WITH THE HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM 2002 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE 52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS PROVIDED ON THIS

CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE PERFORMED ON AN

AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK PERFORMED. CHANGES TO

PERFORMANCE WORK STATEMENT ON FORTY (40) CONVERTERS LOCATED THROUGHOUT

TOBYHANNA ARMY DEPOT. THIS LINE ITEM WILL NOT BE EVALUATED WITH THE TOTAL COST OF

THE CONTRACT. LABOR CATAGORY MUST BE DETERMINED TO BE FAIR AND REASONABLE.

INSERT THE PROPOSED LABOR CATEGORY THAT WILL BE USED TO COMPLETE EMERGENCY

REPAIRS WITH THE HOURLY RATE IN ATTACHMENT II PRICING TABLE.- LINE ITEM 2004 IS IN ACCORDANCE WITH FAR 13.302-2 UNPRICED PURCHASE ORDERS- SEE FAR CLAUSE 52.212-2 FOR BASIS FOR AWARD-AT TIME OF AWARD FUNDING WILL BE PROVIDED FOR THIS LINE ITEM.-THE GOVERNMENT IS UNDER NO OBLIGATION TO USE ALL OR ANY OF THE FUNDS PROVIDED ON THIS

CLIN. THE AMOUNT OF FUNDING PROVIDED IS A CEILING FOR WORK TO BE PERFORMED ON AN

AS NEEDED BASIS AND PAYMENTS WILL ONLY BE MADE FOR WORK PERFORMED. CHANGES TO

The following have been added by full text:

ADDENDUM - REV. 1

1. This request for proposal (RFP) W25G1V-23-Q-0076 is for Preventative Maintenance and Emergency on Call Repair Services for forty (40) 400Hz Cycle Converters at Tobyhanna Army Depot, Tobyhanna PA 18466, in accordance with (IAW) the Government Performance Work Statement – Rev.1 (PWS) – Attachment I.

2. Solicitation is in accordance with FAR Part 12, Acquisition of Commercial Items and FAR Part 13.5, "Simplified Procedures for Certain Commercial Items" and therefore, will utilize simplified procedures for soliciting competition, evaluation, award documentation, and notification that comply with FAR 13.1.

3. The minimum acceptable acceptance period for offers is sixty (60) days from the date specified in block 8, on page 1 of the (SF) 1449.

4. Offer shall be submitted, and award made by the Government on an all-or-none basis. Therefore, offers are solicited on that basis only.

5. The Government is not responsible for any costs incurred for contractor’s time or materials expended in preparing a proposal for this solicitation.

6. The contractor shall address their technical approach to each requirement in the Performance Work Statement – Rev. 1 (PWS) – Attachment I briefly to include identification of any exceptions to the PWS.

7. BASIS OF AWARD

Offerors attention is directed to Clause 52.212-2 Evaluation of Commercial Items, for full description of Proposed Price, Past Performance, and Technical proposal submissions. Award evaluation and basis for award will be performed in accordance with FAR 52.212-2, Evaluation-Commercial Items.

8. CONTRACTOR SUBMITTED QUESTIONS

Offerors are advised to submit any questions regarding this solicitation in writing no later than 4:00 p.m. six days prior to closing, to the contract specialist via email at: Deborah.Belak.civ@army.mil. Answers to questions will be posted in the same way the solicitation is posted.

9. Any resultant award will be a hybrid contract - firm fixed-price (FFP) and time & materials (T&M).

10. Any amendments issued to this solicitation will be synopsized in the same manner as this solicitation. Offeror advised to acknowledge all amendments issued to the solicitation with their proposal by signing and including one copy of the amendment with their proposal.

11. DISCUSSIONS

The Government intends to award without discussions. Offerors should provide their best, complete proposal upon initial submission. The Government reserves the right to hold discussions if deemed necessary by the Contracting Officer.

PROPOSAL SUBMISSION:

1. Submit proposal and supporting documentation referencing Solicitation W25G1V-23-Q-0076 in the subject line via email to: Deborah.Belak.civ@army.mil.

2. Contractor shall complete a standard form (SF) 1449 http://www.forms.gov, blocks 12, 17a, 17b, 19 thru 25, 28, 30a, and 30b; and 30c. The offer must be signed by a company official authorized to contractually bind the company.

3. Contractor shall provide technicians with a minimum of five (5) years of experience at servicing, maintaining, and repairing 400 Hz converters listed in the PWS to perform all repairs for on-site maintenance and emergency service calls. Contractors must acknowledge that the personnel have been trained and are experienced as stated above on company letterhead and signed by an authorized company representative.

4. Contractor shall complete and provide Attachment II Pricing Table – Rev. 1.

5. Contractor shall provide a Technical Proposal.

6. Contractor shall sign and provide any amendments noted above.

7. To receive an award, an offeror must have an active registration in the System for Award Management (SAM) https://www.sam.gov with no active exclusions and have no debt subject to offset. Prospective offerors must be found to be responsible in accordance with FAR 9.1.

RFP ATTACHMENTS:

The following documents are attached:

Attachment I - Performance Work Statement - Rev. 1 Attachment II - Pricing Table - Rev. 1 Attachment III - Wage Determinations Attachment IV - Quality Assurance Surveillance Plan (QASP)

508 COMPLIANCE:

Contractor must also meet the applicable accessibility standards at 36 CFR part 1194 per FAR 39.2, Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards (36 CFR part 1194). Information may be found at the following websites:

Section 508. http://www.section508.gov

Section 508 – Electronic and Information Technology. 21 December 2000, http://www.usdoj.gov/crt/508/508law.pdf Desktop and Portable Computer (1194.26). 1 August 2001, http://www.access-board.gov/sec508/guide/1194.26.htm

The following have been modified:

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (DEC 2022) ALTERNATE I (NOV 2021)

(a) Inspection/Acceptance.

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

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

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

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

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

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

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

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

(e) Definitions.

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means—

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

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

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

(D) The following subcontracts for services which are specifically excluded from the hourly rate: ____ (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, 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 shall be submitted not later than 14 days after completion of services.

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

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

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

____ (Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).

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

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

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

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

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

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

(B) The Contractor’s timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

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

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

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

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

(D) Contractor point of contact.

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

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

destination.

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. 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. 4701 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) Reserved.

(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 User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following 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)

52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (NOV 2020)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the provision.

(b) The use in this solicitation of any provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of provision)

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) Definitions. As used in this clause—

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

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

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

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

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232- 7003, Electronic Submission of Payment Requests and Receiving Reports.

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

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

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

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

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

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

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

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

(ii) For fixed price line items—

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

_____________________ Invoice & Receiving Report (Combo)_________________________________

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