Procurement Desktop ALFA41B DTMA2P08045

User Manual: ALFA41B

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SOLICITATION / CONTRACT / ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER 10
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 PAGE 1 OF 14
2. CONTRACT NO.
a. NAME
3. AWARD/EFFECTIVE
DATE 03/25/2008
4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE
DATE
7. FOR SOLICITATION
INFORMATION CALL:
b. TELEPHONE NUMBER (No collect 8. OFFER DUE DATE/
calls) LOCAL TIME
9. ISSUED BY CODE 10. THIS ACQUISITION IS 11. DELIVERY FOR 12. DISCOUNT TERMS
UNRESTRICTED
9FOB DESTINATION
UNLESS BLOCK IS 10 days %
SET ASIDE: 0.00% FOR MARKED 20 days %
30 days %
SEE SCHEDULE days %
SMALL BUSINESS
13a. THIS CONTRACT IS A RATED
ORDER UNDER DPAS (15 CFR 700)
8(A) 13b. RATING
14. METHOD OF SOLICITATION
RFQ IFB RFP
15. DELIVER TO CODE 7126 16. ADMINISTERED BY CODE 00092
17a. CONTRACTOR/
OFFEROR 18a. PAYMENT WILL BE MADE BY CODE
DOT/ Enterprise Services Center (ESC) OFO/FAA, Oklahoma City
A
LFA LAVAL INC
Oklahoma City, OK 73125
TELEPHONE NO.(800) 937-7689 ext.
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK
OFFER BELOW IS CHECKED SEE ADDENDUM
19.
ITEM NO. 20.
SCHEDULE OF SUPPLIES/SERVICES 21.
QUANTITY 22.
UNIT 23.
UNIT PRICE 24.
AMOUNT
(Use Reverse and/or Attach Additional Sheets as Necessary)
MARAD A/P SAR Invoices Branch, AMZ-150 PO Box 25710,
AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 4/2002)
Prescribed by GSA - FAR (48 CFR) 53.212
DTMA2P08045
FACILITY
CODE
*
CODE
DOT/Maritime Administration, SAR Acquisition
Office of Acquisition, MRG-7200
SIZE
STANDARD:
Norfolk, VA 23505
TEL: (757) 441-3245 ext.
(757) 441-6080 ext. FAX:
7737 Hampton Boulevard, Building 4D, Room 211
00092
DOT/Maritime Administration, SAR Acquisition
Office of Acquisition, MRG-7200, 7737 Hampton Boulevard, Building 4D, Room 211
Norfolk, VA 23505
DOT/Maritime Administration, South Atlantic Region
STATE OF MAINE, Maine Maritime Academy
Castine, ME 04420
Joe Poltrack
Attn:
PRSAR080339
HUBZONE SMALL
BUSINESS
NAICS:
25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)
2008 - - X1750 - 120 - SM - B107 - 0 - 0000 - 710000 - - - - - 25711 - 6100 - 6600 - $ 29,550.00
27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA
A
ARE ARE NOT ATTACHED
927b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA 9ARE ARE NOT ATTACHED
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT: REF. _________________________ OFFER
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 HEREIN.
COPIES 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 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)
Milton G. Spears
31c. DATE SIGNED
03/25/2008
PREVIOUS EDITION IS NOT USABLE
955 MEARNS RD
WARMINSTER, PA 18974-4281
BLANK!
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
42b. RECEIVED AT (Location)
42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS
39. S/R VOUCHER NUMBER
34. VOUCHER NUMBER
RECEIVED INSPECTED
32c. DATE
REPRESENTATIVE
ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:
PARTIAL FINAL
STANDARD FORM 1449 (REV. 4/2002) BACK
32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT
REPRESENTATIVE
32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE
36. PAYMENT 37. CHECK NUMBER
COMPLETE FINAL
PARTIAL
32b. SIGNATURE OF AUTHORIZED GOVERNMENT
32a. QUANTITY IN COLUMN 21 HAS BEEN
32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE
33. SHIP NUMBER
38. S/R ACCOUNT NUMBER
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
35. AMOUNT VERIFIED
CORRECT FOR
40. PAID BY
41c. DATE
42a. RECEIVED BY (Print)
19.
ITEM NO. 20.
SCHEDULE OF SUPPLIES/SERVICES 21.
QUANTITY 22.
UNIT 23.
UNIT PRICE 24.
AMOUNT
DOT/
M
2 of 14
Page
2008
Line Item
Summary
PageTitleDocument Number 2 14 1
DTMA2P08045 SOM080339 Purifier Controls 25 Mar 08 3 of 14
DUNS# 015101848
Total Cost
$29,550.00
Total Funding:
Division Closed FYs Cancelled Fund
25711 6100 6600
X1750 120
Line Item
Number (Includes Discounts)
Quantity
Delivery Date Unit of
Issue Unit Price
(Start Date to End Date)
Description
FYs Fund Budget Org Sub Object Class Sub Program Proj/Job No. Sub Reporting Category
SM B107 0 0000 710000
Cost Org Sub
$ 29,550.00
1.00 $29,550.0000001
Funding Information:
2008 - - X1750 - 120 - SM - B107 - 0 - 0000 - 710000 - - - - -
25711 - 6100 - 6600 -
$29,550.00
Issued for the replacement/repair and installation of HFO Purifier Controls and Steam Regulating Valves as per the attached specification. Cost
includes all parts and travel expenses for Technical Representative.
03/28/2008 LOT
(03/25/2008 to 04/25/2008)
Ref Req No: PRSAR080339
REPLACE HFO PURIFIER CONTROLS
Total Cost: $29,550.00
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 4 of 14
TABLE OF CONTENTS
COMMERCIAL CLAUSES 5
1 WORK SPECIFICATION 5
2 INVOICE SUBMISSION 5
3 Contract Terms and Conditions--Commercial Items (Feb 2007) - Alternate I 6
4 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--
Commercial Items 11
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 5 of 14
COMMERCIAL CLAUSES
1 WORK SPECIFICATION
Title: Obtain and Install New HFO Purifier Controls and Steam Regulating Valves.
Description: The two existing HFO purifiers aboard State Of Maine (Alfa Laval type FOPX) are currently controlled by two Alfa
Laval EPC 30 controls with MARST I displays. These controls/displays are no longer supportable. It is the intent of this item to
replace both of the HFO purifier EPC 30 controls and MARSAT I displays with new Alfa Laval EPC 400 controls/displays. (see
"Yellow Service Bulletin" below). The removed controls/displays will be retained for use as spares for the remaining DFM purifier
(Alfa Laval type WHPX) and Main Engine oil purifiers which are using the EPC 30 controls.
In addition, the existing two Robert Shaw steam regulating valves for the HFO purifier heaters are not operational and are being by-
passed. It is also the intent of this item to replace these two steam valves with two Alfa Laval type 57878-07 valves to be controlled
by the EPC-400 controls. (The ship's crew provided oil heater flow rates of 20 gpm oil and 450 lb/hr steam which converts to 4543
l/hr oil and 204 kg/hr steam resulting in a selection of the DN20/0 valve which is part # 57878-07.)
It is the intent of this item to have all required parts delivered to the State Of Maine for the crew to install in accordance with Alfa
Laval's bulletin entitled "Preparation Requirements for Upgrading to an EPC-41 &/or EPC-400". Following installation, it is
requested that an Alfa Laval Tech Rep attend the vessel to make the final wiring hook-ups and to test run the installation.
Parts Requested:
Qty Description
2 Alfa Laval EPC-400 Controls/Display, Part #568235-04
2 Alfa Laval type 578787-07 steam control valve SRV-1
2 Temperature sensor PT100, Part # 1764439-80
2 INVOICE SUBMISSION
INVOICE SUBMISSION - MARAD/SAR
The Contractor may submit invoices in either electronic or paper format. Electronic submission is preferred.
(1) Electronic invoices shall be addressed to MARADInvoices@faa.gov
Electronic invoices shall conform to the following criteria, or be subject to rejection:
a. Invoice and supporting documentation shall be in Adobe Acrobat (pdf) format.
b. The e-mail subject shall include the contract/purchase order number and invoice number. If this information is omitted from
the invoice, then invoice will be returned and payment will be delayed.
c. The transmitting e-mail shall include the following information: Name of the Contractor; Invoice date and number; Invoice
amount; Contract number and, if applicable, the order or modification number; Terms of any discount for prompt payment offered;
Payment instructions (i.e., financial institution, ABA routing #, account #)
(2) Paper invoices shall be submitted to one of the following addresses. Multiple copies are not required.
MARAD A/P SAR Invoices Branch
AMZ-150
PO Box 25710
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 6 of 14
Oklahoma City, OK 73125
If a street address is required for delivery (i.e., Federal Express), the following address may be used in lieu of the post office box:
MARAD A/P SAR Invoices Branch
AMZ-150
6500 S MacArthur Blvd.
Oklahoma City, OK 73169
3 52.212-04
ALT I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
(FEB 2007) - ALTERNATE I FEBRUAR
Y 2007
(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under
this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance.
The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The
Government will perform inspections and tests in a manner that will not unduly delay the work.
(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish
and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these
duties.
(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as
promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.
(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after
acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or
correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph
(a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate"
for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit.
Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not
tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for
replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to
profit.]
(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the
replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the
Government may-
(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such
increased cost from any amounts paid or due under this contract; or
(B) Terminate this contract for cause.
(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the
contract.
(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction
or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the
failure is due to-
(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or
(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's
managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.
(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and
services originally delivered under this contract.
(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery
do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.
(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be
governed by the clause pertaining to Government property.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract
to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of
Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase
card), the Contractor may not assign its rights to receive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 7 of 14
(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to
this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this
contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by
reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising
under the contract.
(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-
(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection
with the furnishing of the end product or service.
(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor
category specified in the contract that are-
(A) Performed by the contractor;
(B) Performed by the subcontractors; or
(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.
(iii) Materials means-
(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common
control;
(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;
(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage
charges, etc.);
(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services
to be excluded from the hourly rates prescribed in the schedule.]; and
(E) Indirect costs specifically provided for in this clause.
(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services
for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor
or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.
(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the
reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the
Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe
weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such
occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such
occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in
the contract to receive invoices. An invoice must include-
(i) Name and address of the Contractor;
(ii) Invoice date and number;
(iii) Contract number, contract line item number and, if applicable, the order number;
(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill
of lading;
(vi) Terms of any discount for prompt payment offered;
(vii) Name and address of official to whom payment is to be sent;
(viii) Name, title, and phone number of person to notify in event of defective invoice; and
(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this
contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall
have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g.,
52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds
Transfer-Other Than Central Contractor Registration), 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.
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 8 of 14
(i) Payments. (1) Services accepted. Payment shall be made for services accepted by the Government that have been delivered to the
delivery destination(s) set forth in this contract. The Government will pay the Contractor as follows upon the submission of
commercial invoices approved by the Contracting Officer:
(i) Hourly rate.
(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct
labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.
(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor
hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is
performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting
Officer.
(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the
Contracting Officer or the authorized representative.
(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including
any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards,
records that verify the employees meet the 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 item at FAR 2.101, the price to be paid for such
materials shall be the contractor's established catalog or market price, adjusted to reflect the-
(1) Quantities being acquired; and
(2) Any modifications necessary because of contract requirements.
(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the
actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided
the Contractor-
(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or
(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment
is in accordance with the terms and conditions of the agreement or invoice.
(C) To the extent able, the Contractor shall-
(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials;
and
(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to
the contract.
(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.
(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such
costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [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
Document No.
DTMA2P08045
Document Title
SOM080339 Purifier Controls
Page 9 of 14
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. (i) 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 immediately notify the Contracting Officer and request
instructions for disposition of the overpayment.
(ii) 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.
(6) 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.
(7) 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.
(8) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.
(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.
(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.
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(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
request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to
the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and
all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such
termination shall be deemed a termination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon
acceptance, regardless of when or where the Government takes physical possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the
particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government
for consequential damages resulting from any defect or deficiencies in accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and
regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to
limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40
U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and
10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement
integrity.
(s) Order of precedence. Any inconsistencies in thhis solicitation or contract shall be resolved by giving precedence in the following
order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts
paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any license agreements for computer software.
(5) Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause.
(7) The Standard Form 1449.
(8) Other documents, exhibits, and attachments.
(9) The specification.
(t) Central Contractor Registration (CCR).
(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of
any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the
Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the
Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its
information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the
terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the
contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding
novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a
minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the
requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting
Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.
(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at
paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR
information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect
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information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this
contract.
(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to
reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately
registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made
by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the
"Suspension of payment" paragraph of the EFT clause of this contract.
(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at
http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.
(End of clause)
4 52.212-05 CONTRACT TERMS AND CONDITIONS REQUIRED TO
IMPLEMENT STATUTES OR EXECUTIVE ORDERS--
COMMERCIAL ITEMS
DECEMBE
R 2007
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this
contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
(1) 52.233-03, Protest after Award (AUG 1996) (31 U.S.C. 3553).
(2) 52.233-04, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being
incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial
items:
[Contracting Officer shall check as appropriate.]
___ (1) 52.203-06, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g
and 10 U.S.C. 2402).
___ (2) 52.219-03, Notice of Total HUBZone Small Business Set-Aside (Jan 1999) (15 U.S.C 657a).
___ (3) 52.219-04, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects
to waive the preference, it shall so indicate in its offer) (15 U.S.C 657a).
___ (4) [Reserved]
___ (5)(i) 52.219-06, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).
___ (ii) Alternate I (Oct 1995) of 52.219-6.
___ (iii) Alternate II (Mar 2004) of 52.219-6.
___ (6)(i) 52.219-07 Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).
___ (ii) Alternate I (Oct 1995) of 52.219-7.
___ (iii) Alternate II (Mar 2004) of 52.219-7.
___ (7) 52.219-08, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637 (d)(2) and (3)).
___ (8)(i) 52.219-09, Small Business Subcontracting Plan (NOV 2007) (15 U.S.C. 637(d)(4)).
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___ (ii) Alternate I (Oct 2001) of 52.219-9.
___ (iii) Alternate II (Oct 2001) of 52.219-9.
___ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).
___ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).
___ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (SEPT 2005) (10 U.S.C.
2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).
___ (ii) Alternate I (June 2003) of 52.219-23.
___ (12) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (Oct 1999) (Pub. L.
103-355, section 7102, and 10 U.S.C. 2323).
___ (13) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000) (Pub. L. 103-355,
section 7102, and 10 U.S.C. 2323).
___ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).
___ (15) 52.219-28, Post Award Small Business Program Rerepresentation (JUNE 2007) (15 U.S.C. 632(a)(2)).
_X__ (16) 52.222-03, Convict Labor (June 2003) (E.O. 11755).
_X__ (17) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (AUG 2007) (E.O. 13126).
_X__ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).
_X__ (19) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
_X__ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
(SEPT 2006) (38 U.S.C. 4212).
___ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).
___ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
(SEPT 2006) (38 U.S.C. 4212).
___ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).
__ (24)(i)52.222-50, Combating Trafficking in Persons (AUG 2007) (Applies to all contracts).
__ (ii) Alternate I (AUG 2007) of 52.222-50.
___ (25)(i) 52.223-09, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000) (42 U.S.C.
6962(c)(3)(A)(ii)).
___ (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).
___ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).
___(27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O.
13423).
___(ii) Alternate I (DEC 2007) of 52.223-16.
___ (28) 52.225-01, Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).
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___ (29)(i)52.225-03, Buy American Act—Free Trade Agreements—Israeli Trade Act (AUG 2007) (41 U.S.C. 10a-10d, 19 U.S.C.
3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, 109-53 and 109-169.
___ (ii) Alternate I (Jan 2004) of 52.225-3.
___ (iii) Alternate II (Jan 2004) of 52.225-3.
___ (30) 52.225-05, Trade Agreements (NOV 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
___ (31) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutes administered by the
Office of Foreign Assets Control of the Department of the Treasury).
___ (32) 52.226-04, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).
___ (33) 52.226-05, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).
___ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
___ (35) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
_X__ (36) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).
___ (37) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).
___ (38) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).
___ (39) 52.239-01, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).
___ (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10
U.S.C. 2631).
___ (ii) Alternate I (Apr 2003) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting
Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable
to acquisitions of commercial items:
[Contracting Officer check as appropriate.]
___ (1) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).
___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and Option Contracts) (NOV
2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C.
351, et seq.).
___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of
Certain Equipment—Requirements (NOV 2007) (41 U.S.C. 351, et seq.).
___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services— Requirements (NOV
2007) (41 U.S.C. 351, et seq.).
___ (7) 52.237-11, Accepting and Dispensing of $1 Coin (AUG 2007) (31 U.S.C. 5112(p)(1)).
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(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract
was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-
2, Audit and Records--Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and
right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination,
audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7,
Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records
relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to
appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type
and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in
the ordinary course of business or pursuant to a provision of law.
(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required
to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items.
Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--
(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for
construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting
opportunities.
(ii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEPT
2006) (38 U.S.C. 4212).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).
(vi) 52.222-41, Service Contract Act of 1965 (NOV 2007)(41 U.S.C. 351, et seq.).
(vii) 52.222-50, Combating Trafficking in Persons (AUG 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with
paragraph (f) of FAR clause 52.222-50.
(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of
Certain Equipment-Requirements (NOV 2007) (41 U.S.C. 351, et seq.).
(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (NOV 2007)
(41 U.S.C. 351, et seq.).
(xI) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C.
2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.
(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses
necessary to satisfy its contractual obligations.
(End of Clause)

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