Solicitation W912PB26RA0260002 Revised.pdf

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect 8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

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

OFFER

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

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

AND 52.212-5 ARE ATTACHED. ADDENDA

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

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

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

calls)

Solicitation/Contract Form Continuation

JMRC S-4 MaintenanceInstrument Name:

General Information

Solicitation number W912PB-26-R-A026 is being issued as part of a corrective action following a protest filed with the Government Accountability Office (GAO) for solicitation number W912PB-25- R-A026.

Regional Contracting Office POC Contract Specialist:

Derrick Reynolds COMM: 09641-70-526-8779 DSN: 526-8779 E-mail: <font color="#0000ff"> derrick.l.reynolds2.civ@army.mil

Customer POC: (to be added at time of award)

Short Description of Requirement: Provide field maintenance support for the PTF equipment set to support coalition forces at Hohenfels and Grafenwoehr Germany needed.

SAM Background

The System for Award Management (SAM) is a computer system accessed by the Internet managed by the U.S. Government. Entities must have an active registration in SAM to do business with the U.S. Government. An "entity" is the company, business, or organization registering in

SAM.

WIDE AREA WORKFLOW (WAWF) Background

WAWF (as part of PIEE - Procurement Integrated Enterprise Environment) is a convenient online solution that allows vendors to electronically submit invoices and receiving reports; allows the Government to perform inspection and acceptance of goods and services, and interfaces with payment systems to receive transactions electronically.

IMPORTANT NOTE: Please see further instructions to offerors in the ADDENDA section

5152.233-4002 AMC-LEVEL PROTEST PROGRAM (June 2016)

If you have complaints about this procurement, it is preferable that you first attempt to resolve those concerns with the responsible contracting officer. However, you can also protest to Headquarters, AMC. The HQ, AMC-Level Protest Program is intended to encourage interested parties to seek resolution of their concerns within AMC as an Alternative Dispute Resolution forum, rather than filing a protest with the Government Accountability Office or other external forum.

Contract award or performance is suspended during the protest to the same extent, and within the

W912PB26RA0260002

same time periods, as if filed at the GAO. The AMC protest decision goal is to resolve protests within 45working days from filing. To be timely, protests must be filed within the periods specified in FAR 33.103. Send protests (other than protests to the contracting officer) to:

Protest to HQAMC shall be filed at:

Headquarters U.S. Army Materiel Command

Office of Command Counsel-Deputy Command Counsel 4400 Martin Road Rm: A6SE040.001

Redstone Arsenal, AL 35898-5000

Fax: (256) 450-8840 or e-mail: usarmy.redstone.usamc.mbx.protests@army.mil

Packages sent by FedEx or UPS should be addressed to:

Headquarters U.S. Army Materiel Command

Office of Command Counsel-Deputy Command Counsel 4400 Martin Road Rm: A6SE040.001

Redstone Arsenal, AL 35898-5000

The AMC-level protest procedures are found at:

https://www.amc.army.mil/Connect/Legal-Resources/ If Internet access is not available, contact the contracting officer or HQ, AMC to obtain the AMC-Level Protest Procedures.

(End of Provision)

*** END OF NARRATIVE ***

Continuation of Supplies or Services and Prices/Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price

Amount

0001 Phase in period of 15 days IAW PWS para. 1.20.

Pricing Arrangement: Firm Fixed Price

1 Job

0002 PTF Maintenance Services Base Period 11.5 months Maintenance of PTF in accordance with Attachment 01

- Performance Work Statement (PWS).

Task Orders (TO) will capture actual periods of performance (PoP) accordingly as issued and will not exceed a one year PoP. Failure of the Government to furnish such items in the amounts or quantities described in the Schedule as "estimated" or "maximum" will not entitle the contractor to any equitable adjustment in price under the Government Property clause of the contract.

Pricing Arrangement: Firm Fixed Price

1 Job

0003 Surge Labor Hours Extended Hour Labor Pricing Arrangement Pricing Arrangement: Labor Hour

417 Hours

0004 Cost Reimbursable Travel Not to exceed $15,000.00 or 13,954.00 EUR Pricing Arrangement: Firm Fixed Price

1 Job

0005 Passback Maintenance/Labor Hours.

pass-back maintenance tasks for the repair, service, and reset of vehicles Pricing Arrangement: Labor Hour

3,000 Hours

Option Line Item

PTF Maintenance Services Option period 1 Maintenance of PTF in accordance with Attachment 01 - Performance Work Statement (PWS).

Task Orders (TO) will capture actual periods of performance (PoP) accordingly as issued and will not exceed a one year PoP. Failure of the Government to furnish such items in the amounts or quantities described in the Schedule as "estimated" or "maximum" will not entitle the contractor to any equitable adjustment in price under the Government Property clause of the contract.

Pricing Arrangement: Firm Fixed Price

12 Months

Option Line Item

Surge Labor Hours Option Period 1 Extended Hour Labor Pricing Arrangement Pricing Arrangement: Labor Hour

417 Hours

Option Line Item

Cost Reimbursable Travel Not to exceed $15,000.00 or 13,954.00EUR Option 1 Pricing Arrangement: Firm Fixed Price

1 Job

Option Line Item

Passback Maintenance/Labor Hours.

Option period 1. Pass-back maintenance tasks for the repair, service, and reset of vehicles Pricing Arrangement: Labor Hour

3,000 Hours

Option Line Item

PTF Maintenance Services Option period 2 Maintenance of PTF in accordance with Attachment 01 - Performance Work Statement (PWS).

Task Orders (TO) will capture actual periods of performance (PoP)

12 Months accordingly as issued and will not exceed a one year PoP. Failure of the Government to furnish such items in the amounts or quantities described in the Schedule as "estimated" or "maximum" will not entitle the contractor to any equitable adjustment in price under the Government Property clause of the contract.

Pricing Arrangement: Firm Fixed Price

Option Line Item

Surge Labor Hours Option Period 2 Extended Hour Labor Pricing Arrangement Pricing Arrangement: Labor Hour

417 Hours

Option Line Item

Cost Reimbursable Travel Not to exceed $15,000.00 or 13,954.00EUR Option 2 Pricing Arrangement: Firm Fixed Price

1 Job

Option Line Item

Passback Maintenance/Labor Hours.

Option 2. Pass-back maintenance tasks for the repair, service, and reset of vehicles Pricing Arrangement: Labor Hour

3,000 Hours

Continuation of Description

Answer to Industry Questions

No. Industry Questions Government's Response

1 The Government-provided pricing template includes a scenario in which offerors may develop pricing in EUR that is then converted to USD using a fixed exchange rate of 1.07 USD/EUR for evaluation purposes. The solicitation also requires that final pricing be submitted in USD and states that no equitable adjustments will be permitted. Is the 1.07 USD /EUR exchange rate used strictly for evaluation purposes, or does it have any applicability during contract performance?

The exchange rate provided in the solicitation is for evaluation purposes only. It is used to ensure a fair and common baseline for comparing all proposals that are submitted in EUR. Factor 3 Price states: "Offerors shall enter the total price in U.S. Dollars ($) or any other European Country Currency, i. e.

Euros () for each line item."

2 Given that current market exchange rates differ significantly (approximately 8-10%) from the Government-provided rate of 1.07 USD/EUR in the Excel pricing sheet, can the Government confirm that all exchange rate risk between EUR and USD for the entire period of performance is solely the responsibility of the contractor, with no provision for adjustment, relief, or consideration under any circumstances?

The Government confirms that the offeror's final proposed price shall be in U.S. Dollars.

As this will be a firm-fixed-price contract, the contractor assumes all risks, including any risk associated with currency exchange rate fluctuations, for the entire period of performance. As stated in the solicitation, the final price is not subject to any equitable adjustment for currency fluctuation.

3 Given that current market exchange rates differ significantly (approximately 8-10%) from the Government-provided rate of 1.07 USD/EUR in the Excel

The exchange rate of 1.07 USD/EUR is established for evaluation purposes only to provide a standardized method for comparing offers. The Government will not be changing pricing sheet. Can the Government provide the basis or methodology used to establish the 1.07 USD/EUR exchange rate for evaluation purposes, given that current market exchange rates differ substantially and that this level has not been consistently observed since approximately mid-2023?

the evaluation exchange rate and will not be providing additional information on the basis for which it was established.

4 Please confirm whether German labor laws governing business transfers and automatic employee assignment (Section 613a of the German Civil Code (BGB)) apply to this contract.

If so:

Will the successful offeror be required to offer employment to incumbent personnel?

Will existing wages, benefits, and seniority be required to be maintained?

Will the Government provide incumbent employee data to support proposal development?

The Government will not be providing incumbent employee data.

5 Attachment 1 PWS, Section 1.2

Enclosure 4 Density List. Is all the construction equipment listed in Enclosure 4 expected to be FMC at time of award?

A TAC Rotation is currently ongoing. As a direct result of this operational use, it is anticipated that upon completion of the rotation, some equipment will be returned in FMC status, while other items will be Not Mission Capable (NMC) and will require maintenance. Therefore, the expectation should be that the fleet will be in a mixed state of readiness at award.

6 Attachment 1 PWS, Section 1.2

Enclosure 4 Density List. Will the Government allow a dispensation for the contractor to validate the status of equipment/vehicles in Enclosure 4 without penalty on PTF organic ORR?

The USG is not able to answer this question since it could pertain to general operations, pass-back maintenance, JMRC rotations, or contract start.

7 Attachment 1 PWS, Section 5.1,

5.2.11. Related to the pass-back

maintenance vehicles, are these vehicles to be incorporated into the PTF fleet for purposes of calculating OR rates or will the PTF contract simply service/maintain them as required?

The pass-back maintenance vehicles are not to be incorporated into the PTF fleet for the purpose of calculating Operational Readiness (OR) rates.

These vehicles are a separate, pass-back maintenance support task. The PTF fleet is a distinct entity with its own Primary Hand receipt (PHR), and its OR rates will be calculated exclusive of any pass-back maintenance vehicles.

8 Enclosure 4 Density List. Are the 2 listed M978A4WOW listed under Engineer fleet, fuelers that require the same specialist maintenance as the 6 vehicles listed under the Fueler section. If so, what fuel type are they?

Yes, the two M978A4WOWs listed under the Engineer fleet are fuelers and require the same specialist maintenance as the six vehicles listed under the Fueler section.

The total PTF fueler fleet will consist then of eight (8) vehicles: three (3) configured for JP8 and five (5) for DF2. The two fuelers in question will be used to support Engineer/TAC Rotations. Please note that while the fuel type configuration is not expected to change frequently, it may be adjusted in the long term based on mission requirements.

9 Attachment 1 PWS, Section 5.2.3.1.

What is the expected ORR for each individual vehicle and equipment list at start of contract? If this is initially below 90% what allowance will be made to the contractor to bring the fleets to the required AQLs?

It is important to clarify that the Acceptable Quality Levels (AQLs), including the 90% Operational Readiness Rate (ORR), are measured and evaluated based on the requirements for scheduled JMRC rotations, not as a standalone requirement on the first day of the contract. While a JMRC rotation is scheduled to occur during the planned contract start date, the contractor's performance against the required AQLs will be assessed in the context of preparing for and supporting that rotation. There is no separate allowance mechanism for the contract start itself.

10 Enclosure 3 GFP Module. Should the heavy equipment, particularly the listed D7G/DV100 require recovery, what available assets will be used to facilitate this according to the GFP enclosure?

The process is identical to the process for the PTF Busses recovery.

11 Enclosure 4 Density List. What support tasks will be required to be provided to 7 Army Training th

Command live training platform events if more than 50% of the PTF fleet is engaged in JMRC support operations and can the Government explain what LTP events are?

If the question is about a conflict of priorities between overlapping 7th ATC and JMRC rotations, please be advised that priorities will be set up through 7 ATC/JMRC executive th management.

Leader Training Program (LTP) is an integral and inseparable component of the rotational training model. Within the JMRC operational construct, an LTP can be specifically configured either for JMRC itself to refine its exercise execution capabilities, or for a rotational unit participating in a JMRC exercise to prepare for its deployment into the training area.

12 Attachment 1 PWS, Section 5.2.11.4.

If the contractor is redirected to repair pass back maintenance vehicles by the Government and this effects the contractor's ability in any way to prioritize PTF organic maintenance for OR AQL per the PWS, will there be dispensation allowed?

The Performance Work Statement (PWS) establishes the Operational Readiness (OR) Acceptable Quality Levels (AQLs) for the PTF organic fleet as a primary, stand-alone requirement.

Pass-back maintenance is a separate, directed requirement for which the contractor is separately compensated.

The Government's expectation is that the contractor is adequately resourced to execute all distinct PWS requirements concurrently.

The performance of pass-back maintenance does not relieve the contractor of their obligation to meet the OR AQLs for the PTF organic fleet. Therefore, no dispensation will be granted on this basis.

13 Attachment 1 PWS, Section 5.2.11.1.

Will the Government provide a list of the estimated 300 pass back maintenance vehicles by variant similar to Enclosure 4?

The Government will not provide a detailed list of the estimated 300 pass-back maintenance vehicles by variant similar to Enclosure 4. For planning purposes, approximately 95% of the vehicles will be Humvee variants and 5% Light Medium Tactical Vehicles (LMTVs).

14 Enclosure 3 GFP Module. Will there be additions to the GFP listing for specialized tooling, lifting equipment and diagnostic platforms for the heavy equipment listed in Enclosure 4 Engineer Fleet?

If any existing tools, lifting, and diagnostic equipment cannot be transferred from the pre-maintenance activity to the PTF, the Government will replace them through ASCO or local purchase. These new items will be added to the GFP listing.

15 PWS Enclosure 1 (page 38), Table Estimated Workload Data. Could you please clarify the methodology used to calculate the estimated hours allocated to each position in the contract? Specifically, we would like to understand the underlying assumptions (e.g., number of personnel per role, expected duration of support, workload drivers, or any standardized formulas) that resulted in the hour totals provided.

The estimated workload data represents the Government's assessment of the total level of effort required to successfully perform all tasks. While the specific formulas and underlying assumptions will not be released, the intent is for bidders to develop their staffing approach to meet the total required level of effort. This ensures that proposals are evaluated on their ability to provide the comprehensive support required, preventing potential understaffing and associated performance risks.

16 PWS Enclosure 1 (page 38), Table Estimated Workload Data. Can you

Pass-back maintenance is a separate, directed requirement.

confirm that Passback Maintenance /Labor Hours (3000 per year) are not part of the estimated workload data of 153,442 (item 10 total estimated hours)

17 PWS Enclosure 1 (page 38), Table Estimated Workload Data. Can you confirm that that estimated workload data, total estimated hours (PWS page 38, table line 10) of 153,442 increased from 141,375 Hours (Previous solicitation PWS page 29) is broken down as follows:

-480 hrs Wheel Mech (tactical) (less scope)

+ 3,331 hrs Wheel Mech (NTV) (additional scope)

+ 9,216 hrs Construction Equipm.

Mech (additional scope)

+12,067 hrs Total increase in scope, which excludes 3,000 Passback Hours specified in Question 2 above.

The Government cannot confirm the bidder-provided breakdown. The increase in total estimated hours is primarily driven by the requirement for the contractor to base their manning on the maximum authorized Non- Tactical Vehicle (NTV) fleet size of 140 vehicles, rather than the 116 currently on hand. This approach ensures the proposal accounts for planned fleet expansion and potential future vehicle fielding events, providing necessary programmatic flexibility

18 PWS Enclosure 1 (page 38), Table Estimated Workload Data and Enclosure 4 Density List.

Please clarify the reasoning for adding 3,331 hours for wheeled mechanic (NTV) (PWS page 38, table line item

5) while simultaneously reducing the amount of non-tactical vehicles from 140 to 116 in the density list (enclosure 4).

Please refer to response to question no. 15 (above)

*** END OF NARRATIVE ***

Requirements Servicing of Tactical and non-tactical maintenance for all PTF Vehicles on the Property Book.

Product Service Code : J023 North American Industry Classification System (NAICS) : 811121

Product Service Code : J023 North American Industry Classification System (NAICS) : 811121

Product Service Code : J023 North American Industry Classification System (NAICS) : 811121

Product Service Code : J023

Product Service Code : J023 North American Industry Classification System (NAICS) : 811121

Continuation of Deliveries or Performance

0001 1 JobQuantity

Address and POC

Period of Performance From 09 Apr 2026 To 24 Apr 2026

0002 1 JobQuantity

Address and POC

Period of Performance From 25 Apr 2026 To 08 Apr 2027

0003 417 HoursQuantity

Address and POC

Period of Performance From 25 Apr 2026 To 08 Apr 2027

0004 1 JobQuantity

Address and POC

Period of Performance From 25 Apr 2026 To 08 Apr 2027

0005 3,000 HoursQuantity

Address and POC

Period of Performance From 25 Apr 2026 To 08 Apr 2027

Option Line Item

12 MonthsQuantity

Address and POC

Period of Performance From 09 Apr 2027 To 08 Apr 2028

Option Line Item

417 HoursQuantity

Address and POC

From 09 Apr 2027 To 08 Apr 2028

Option Line Item

1 JobQuantity

Address and POC

Period of Performance From 09 Apr 2027 To 08 Apr 2028

Option Line Item

3,000 HoursQuantity

Address and POC

Period of Performance From 09 Apr 2027 To 08 Apr 2028

Option Line Item

12 MonthsQuantity

Address and POC

From 09 Apr 2028 To 08 Apr 2029

Option Line Item

417 HoursQuantity

Address and POC

Period of Performance From 09 Apr 2028 To 08 Apr 2029

Option Line Item

1 JobQuantity

Address and POC

Period of Performance From 09 Apr 2028 To 08 Apr 2029

Option Line Item

3,000 HoursQuantity

Address and POC

Period of Performance From 09 Apr 2028

To 08 Apr 2029

Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate Deviation

Variation Effective Date

52.203-3 Gratuities. 1984-04

52.203-6 Restrictions on Subcontractor Sales to the Government.

2020-06

52.203-13 Contractor Code of Business Ethics and Conduct.

2021-11

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (Deviation)

2026-02

52.204-13 System for Award Management- Maintenance. (Deviation)

2026-02

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Deviation)

2026-02

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters.

(Deviation)

2026-02

52.222-50 Combating Trafficking in Persons. (Deviation)

2026-02

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate Deviation

Variation Effective Date

252.203-7000 Requirements Relating to Compensation of Former DoD Officials.

2011-09

252.203-7002 Requirement to Inform Employees of Whistleblower Rights.

2022-12

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. (DEVIATION 2024-

O0013 REVISION 1)

2024-05 Deviation 2024- O0013

2024-05

252.205-7000 Provision of Information to Cooperative Agreement Holders.

2024-10

252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime.

2023-01

252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region.

2023-06

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns.

2023-01

252.232-7010 Levies on Contract Payments. 2006-12

252.245-7005 Management and Reporting of Government Property.

2024-01

FAR Clauses Incorporated by Full Text

Date

Alternate Deviation

Variation Effective Date

52.212-4 Terms and Conditions- Commercial Products and Commercial Services.

(Deviation) (Alternate I)

2026-02 Alternate I 2026-02

Alternate I (Feb 2026) (Deviation). When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause-

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.

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-

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

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

Materials means-

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

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

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

(4) 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

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

Subcontract means any contract, as defined in FAR 2.101, 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.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. 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 (b)(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 (b)(4) and (5) of this clause, 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.

(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 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) 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. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. 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 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 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 will pay any such increases within 30 days, 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) Interest.

(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) The Contracting Officer will issue a final decision 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.

(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 part 32 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) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work under this contract 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 (b)(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.

52.229-12 Tax on Certain Foreign Procurements.

2021-02

Tax on Certain Foreign Procurements-Notice and Representation (Feb 2021)

(a) Definitions. As used in this clause-

Foreign person means any person other than a United States person.

United States person, as defined in 26 U.S.C. 7701(a)(30), means-

(1) A citizen or resident of the United States;

(2) A domestic partnership;

(3) A domestic corporation;

(4) Any estate (other than a foreign estate, within the meaning of 26 U.S.C. 7701(a)(31)); and

(5) Any trust if-

(i) A court within the United States is able to exercise primary supervision over the administration of the trust; and

(ii) One or more United States persons have the authority to control all substantial decisions of the trust.

(b) This clause applies only to foreign persons. It implements 26 U.S.C. 5000C and its implementing regulations at 26 CFR 1.5000C-1 through 1.5000C-7.

(c)

(1) If the Contractor is a foreign person and has only a partial or no exemption to the withholding, the Contractor shall include the Department of the Treasury Internal Revenue Service Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, with each voucher or invoice submitted under this contract throughout the period in which this status is applicable. The excise tax withholding is applied at the payment level, not at the contract level. The Contractor should revise each IRS Form W-14 submission to reflect the exemption (if any) that applies to that particular invoice, such as a different exemption applying.

In the absence of a completed IRS Form W-14 accompanying a payment request, the default withholding percentage is 2 percent for the section 5000C withholding for that payment request.

Information about IRS Form W-14 and its separate instructions is available via the internet at www.irs.gov/w14.

(2) If the Contractor is a foreign person and has indicated in its offer in the provision 52.229-11, Tax on Certain Foreign Procurements-Notice and Representation, that it is fully exempt from the withholding, and certified the full exemption on the IRS Form W-14, and if that full exemption no longer applies due to a change in circumstances during the performance of the contract that causes the Contractor to become subject to the withholding for the 2 percent excise tax then the Contractor shall-

(i) Notify the Contracting Officer within 30 days of a change in circumstances that causes the Contractor to be subject to the excise tax withholding under 26 U.S.C. 5000C; and

(ii) Comply with paragraph (c)(1) of this clause.

(d) The Government will withhold a full 2 percent of each payment unless the Contractor claims an exemption. If the Contractor enters a ratio in Line 12 of the IRS Form W-14, the result of Line 11 divided by Line 10, the Government will withhold from each payment an amount equal to 2 percent multiplied by the contract ratio. If the Contractor marks box 9 of the IRS Form W-14 (rather than completes Lines 10 through 12), the Contractor must identify and enter the specific exempt and nonexempt amounts in Line 15 of the IRS Form W-14; the Government will then withhold 2 percent only from the nonexempt amount. See the IRS Form W-14 and its instructions.

(e) Exemptions from the withholding under this clause are described at 26 CFR 1.5000C-1(d)

(5) through (7). Any exemption claimed and self-certified on the IRS Form W-14 is subject to audit by the IRS. Any disputes regarding the imposition and collection of the 26 U.S.C. 5000C tax are adjudicated by the IRS as the 26 U.S.C. 5000C tax is a tax matter, not a contract issue.

(f) Taxes imposed under 26 U.S.C. 5000C may not be-

(1) Included in the contract price; nor

(2) Reimbursed.

(g) A taxpayer may, for a fee, seek advice from the…