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HomeMy WebLinkAboutCONTRACTOR CALICO INDUSTRIES INC KITCHEN SMALL WARES AND UTENSILS FOR THE TEE CENTER PROJECT- AGREEMENT - Calico Industries, inc. (Contractor) and the Augusta, Georgia. (Owner) mutually agree as follows: 1. BASIC SERVICES. Contractor will provide to the Owner for the Trade, Exhibit & Event Center (Project) those services/products described in Attachment A, Basic Services, which is incorporated herein. The Contractor will perform the Basic Services in such manner that they will conform to the provisions of this agreement, 2. COMPENSATION. Contractor will submit monthly invoices for services rendered before the fifth of the month, together with such documentation as the Owner may reasonably require, demonstrating Contractor's right to payment as listed in Attachment B, Basis of Compensation, which is incorporated herein. The Owner will pay Contractor within thirty days after receipt of request for payment from the Contractor. Compensation includes local, state or federal sales, use, gross receipts, excise, personal property or other similar taxes or duties with respect to the Services, and any such taxes or duties will be assumed and paid for by Contractor. To the extent that the pricing provided by the contractor is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 3. ADDITIONAL SERVICES. Contractor will perform Additional Services upon mutual consent of Owner and Contractor and upon written authorization to proceed from the Owner. Such Additional Services will be paid for in accordance with this Agreement. Compensation will be based on Time Spent basis plus Reimbursable Expenses, unless otherwise agreed. 4. PERIOD OF PERFORMANCE. The period of performance under this Agreement will begin on February 15, 2013 and end on March 31, 2013. The duration of these services may be extended upon mutual written consent. Contractor and Owner will not be liable to each other for any delays in the performance of their obligations and responsibilities occurring beyond their reasonable controls and/or without their fault or negligence, including but not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, and strikes. However, in the event of any such delays, the Period of Performance will be extended by a period of time corresponding with the period for which the Work was delayed. 5. LIQUIDATED DAMAGES. The Contractor agrees to pay as liquidated damages to Augusta, Georgia the sum of $1,000.00 for each consecutive calendar day after expiration of the Contract Time or Completion Time, except for authorized extensions of time by Augusta, Georgia. The liquidated damages set forth above are not intended to compensate Augusta, Georgia for any damages other than inconvenience and loss of use or delay in services. The existence or recovery of such liquidated damages shall not preclude Augusta, Georgia from recovering other damages in addition to the payments made hereunder which Augusta, Georgia can document as being attributable to the documented Contractor failures. In addition to other costs that may be recouped, Augusta, Georgia may include costs of personnel and assets used to coordinate, inspect, and re-inspect items within this Contract as well as attorney fees if applicable. 6. INDEMNITY. Contractor agrees to indemnify and hold harmless the Owner and its officers, agents and employees from any injury, loss, expense or damage of any kind arising out of any breach of this Agreement, or any negligent or willful act by Contractor in connection with the performance of its services under this Agreement. This indemnity will survive expiration or termination of this Agreement. 7. INSURANCE. The Contractor shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify Augusta, Georgia against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act or omission of the Contractor in performance of the work during the term of this Agreement. The Contractor shall provide, at all times that this Agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia. The Contractor shall provide at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workers Compensation Insurance — in accordance with the laws of the State of Georgia. B. Public Liability Insurance — in an amount of not less than One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance — in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Valuable Papers Insurance — in an amount sufficient to assure restoration of any plans, drawings, field notes or other similar data relating to the work covered by the Project. E. Professional Liability Insurance — in an amount of not less than One Miltion ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. Augusta, Georgia will be named as an additional insured with respect to Contractor's liabilities hereunder in insurance coverage's identified in items (B) and (C). 2 The policies shall be written by a responsible company(s), to be approved by Augusta, Georgia, and shall be non-cancellable except on thirty-(30) days' written notice to Augusta, Georgia Such policies shall name Augusta, Georgia as co-insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 8. GOVERNING LAW. This Agreement will be governed by the laws of the State of Georgia, 9. ASSIGNMENT AND DELEGATION. Neither party may assign any rights or delegate any duties under this Agreement without the express prior written consent of the other, with the exception of the account receivables which may arise from this Contract that Contractor may assign in its normal course of business. 10. TERMINATION. The Owner may terminate this Agreement for any reason by giving the Contractor written notice at least fifteen days prior to the effective date of termination. In the event of such termination by the Owner, the Owner will pay the Contractor for all amounts due to the Contractor for services satisfactorily performed as of the effective date of termination. 11. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT. To the extent that it does not alter the scope of this agreement, Augusta, Georgia may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by the Contractor under this agreement. 12. EXTENT OF AGREEMENT. This Agreement represents the entire and integrated agreement between the Owner and the Contractor and supersedes all prior negotiations or representations of either party, and may be amended only by a writing signed by both parties. 13. NOTICE. Notices hereunder will be delivered personally or by mail, postage prepaid, certified or registered mail, return receipt requested to the address of the receiving party set out below. Georgia Prompt Pay Act not applicable. The terms of this Agreement supersede any and all provisions of the Georgia Prompt Pay Act. 14. DISPUTE RESOLUTION. If a dispute arises out of or relates to this Agreement, or its alleged breach, and if that dispute has not been settled through direct discussions within a reasonable period, the parties to this Agreement agree to first endeavor to settle the dispute in an amicable manner by submitting the dispute to a mutually acceptable mediator under the American Arbitration Association Construction Industry Mediation Rules, before having recourse to a judicial forum. Provided however, nothing herein shall prevent either party from pursuing equitable relief in a court of law without first mediating said dispute. All claims, disputes and other matters in question between Augusta, Georgia and the Contractor arising out of or relating to the Agreement, or breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Contractor, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 3 15 STANDARD OF CARE. Contractor covenants with the Owner to furnish a high degree of professional skill and judgment with due care in accordance with the generally accepted standards of professional practice in the same or similar locality and in accordance with the federal, state, and local laws and regulations which are applicable to the performance of the Services. 16 "Contractor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Contractor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Contractor. Contractor assumes all risk of non- payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts 17 All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E- Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired :employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99 -603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13 -10 -91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E- Verify number as evidence of verification of compliance with O.C.G.A. § 13 -10 -91 on the subcontractor affidavit provided in Rule 300- 10 -01 -08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 18 RIGHT TO INSPECT PREMISES. Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of Contractor or any subcontractor of Contractor or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 19 LOCAL SMALL BUSINESS LANGUAGE: (General Provisions pg.3-4) In accordance with Chapter 106 of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov, In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed this Agreement under seal. Contractor: Owner: Calico Indus 'es, h Augusta, Georgia By By c Date: .21 I 1 -5 [SEAL] Date 2\10D [SEAL] Deke Copenhaver 2/ 20/13 Date: Z-•( Date Mayor 4 Small wares to s s for TEE Center Vendors Calico Industries 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOTAL PRICE 1 Spatula, Plastic 12 $0.71 $8.52 2 Spatula, Plastic 12 $1.24 $14.88 3 Ladle, serving 6 $2.94 $17.64 4 Ladle, serving 6 $2.79 $16.74 5: Ladle, serving 6 82',94 $17.64 6 Ladle, serving 6 $3.72 $22.32 7 Ladle, serving 6 $3.94 $23.64 8 Plano Whip 6 $6.67 $40;02 9 Piano Whip 6 $7.59 $45.54 10 Piano Whip 6 $7.59 $45.54 11 French Whip 6 $12.00 $72.00 12 Pizza Cutter 2 $2.16 84.32 13 French Whip 2 $21.98 $43.96 14 China Cup 4 $14.36 $57.44 15 China Cup 4 $14.36 $57,44 16 Mesh Strainer 3 $6.72 $20.16 17 Colander 3 $6.28 $18.84 18 Measuring Cup, Plas 4 $6.40 $25.60 19 Measuring Cup, Plas 4 $10.72 $42.88 20 Rolling Pin 1 $8.1 $8.15 21 Mat, Baking 4 813.58' $54.32 22, Muffin Pan 24 $7.77 81 86.48 23 Ingredient Bin 6 $142.48 8854.88 24 immersion Blender 1 $654.00 $654.00 25 Spice Grinder 1 $168.00 $168.00 26 Mandolin 1 $49.78 $49.78 27 Food Mill 1 $34.02 $34.02 28 Juicer, Electric 1 $2,818.00 $2,818.00 29 Blender, Food 1 $544.00 $544.00` 30 Skimmer 6 $1.70 $10:20 31 Mix Bowl Mobile Rac 1 $91.95 $91.95 32 Mixing Bowl 4 $16.20 $64.80 33 Mix Bowl. Mobile Rac 1 $1,113.37 $1,113.37 34 Mixing Bowl ' 4 8287.97 $1,151.88 35 Mixing Bowl 6 83.00 $1 8.00 36 Mixing Bowl 6 $4.07 $24.42 37 Mixing Bowl 12 $5.88 $70.56 3 8 Mixing Bowl 12 $10.01 $120.12 A " �; T bC. ii- Page`1 of 5 Smallw res & Utensi t s for .._ Center Vendors Calico Industries 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOTAL PRICE 39 Pastry Bag 12 $1'.62 $19.44 40 Pastry Bag 12, $2.33 $27.96 41 Cake Decorating Tub 1 $20.44 $20.44 42 Cake Decorating Tub 6 $1.44 $8.64 43 Cake Decorating Tub 6 $1.44 $8.64 44 Cake Decorating Tub 6 $1.44 $8.64 45 Pastry Brush 6 $4.64 $27.84 46 Pastry Brush 6 $4.98 $29.88 47 Pastry Brush 6 $7,38 $44.28 48 Roast Pan 6 $152.94 $917.64 49 Roast Pan 6 $147.72 $886.32 50 Bun Pan 120 $6.35 $762.00 51 Bun Pan 180 $3.91 $703,80 52? Fry Pan 24 $42.58 $1,021.92 53 Fry Pan 12 $21.65 $259.80 54 Fry Pan 72 $15.86 $1,141.92 55 Sauce Pan 12 $9.11 $109.32 56 Sauce, Pan 12 $11.82` $141.84 57 Sauce Pan 12 $14.99' $179.88 58 Cover 12 $3.05 $36.60 59 Cover 12 $4.09 $49.08 60 Cover 12 $4.81 $57.72 61 Stock Pot 4 $49.56 $198.24 62 Stock Pot 4 $213.31 $853.24 63 Stock Pot 4 $123.94 $495.76 64 Cover 4 $26.68 $106.72 65 Cover 4 $32.52 $130.08 66 Cover 4 $38.53 81154.12 67 Brazier Casserole Pa 4 $32.18 $128.72 68 Brazier Casserole Pa 4 $39.49 $157.96 69 Cover 4 $23.94 $95.76 70 Cover 4 $27.94 $111.76 71 Double Boiler 3 $57.20' $171.60 72 Double Boiler 3 $76.81 $230.43 73 Double Boiler Inset 12 $98.60 $1,183.20 74 Double Boiler Inset 12 $143.49 $1,721.88 75 Double Boiler Cover 12 $6.81 $81.72 76 Cover 12 $25.55;, $306.60 Page 2 of 5 i ... r & ten ils for .. Center Vendors Calico Industries 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOTAL PRICE 77 Double Boiler Cover 12 $6.81 881.72 78 Cover 12 825.55 $306.60 79 Bain Marie Pot 12 $3.19 $38.2 80 Bain Marie Pot. 12 $5.57' $66.84 81 Bain Marie Pot 12 $6.03 $72.36 82 Bain Marie Pot 12 $8.9 $103.08 83 Bain Marie Pot 12 $14.98 $179.76 84 Cover, Bain 'Marie Pt 12 $1.03' $1 85 Cover, Bain Marie Pt 12 $1.63 $19.56 86 Cover Bain Marie Pt 12 $1.88 $22.56 87 Cover, Bain Marie Pt 12 $2.18 $26.16 88 Cover, Bain Marie Pt 12 $3.42 $441.04 89 Steam Table Pan, St 100 $11.02 $1,102.00 8 0 Steam Table Pan, St 100 814.51 $1',451.00 91 Steam Table, Stain 24 $6.84 $164.16 92 Steam Table, Stain 24 $8.48 $203.52 93 Steam Table, Stain 24 $12.25 $294.00 94 Steam Table Pan, St 12 $7.40 $88.80 95 Steam Table Pan, St 12 $11.23 $134.76 96 Steam Table Pan, St 12 $6.11 $73.32 97 Steam Table Pan, St 12 89.88 $118.56 98 Steam Table Pan Cov 24 $4.86 $116.64 99 Steam Table Pan Cov 24 $3.63 $87.12 100 Steam Table Pan Cov 24 $3.37 $80.88 101 Food Stor Cont Box 6 $27.56 $165.36 102 Food Stor Cont, Box 12:. $1922 $230,64 103 Food Stor Cont, Box 12 $14.72 $176.64 104 Food Stor Cont Box 12 $34,07 $408.84 105 Food Stor Cont, Box 12 821.93 $263.16 106 Food Stor Cont, Cov 24 $8.66 $207.84 107 Food Stor Cont, Cov 24 811.48 $275.52 108 Food Pan Drain Tray 6 $41.79' 8250.74 109 Colander Kit 6 $95.57 $573.42 110 Food Stor Cont, Squ 12 84.50 $54.00 111 Food Stor Cont, Squ 12 $6.42 $77.04 11 Food Stor Cont, Squ 12 $7.51 $90.12 113 Food Stor Cont, Squ 24 $11.15 $267.60 114 Food Stor Cont, Squ 24 $16.96 $407,04 Page 3 of 5 all wares & litens `1s for TEE Center Vend0rs Calico industries 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOT PRICE AL 115 Food Stor Cont, Squ 24 $19.93 $478.32 116 Food Stor Cont, Cov 12 $0.78 $9.36 117 Food Stor Cont, Cov 12 $1.22 $14.64 118 Food Stor Cont, Cov 12, $1.22 $14.64 119 Food Stor Cont, Cov 24 $1.84 $44.16 120 Food Stor Cont, Cov 24 $1.84 $44.16 121 Food Stor Cont, Cov 24 $1.84 $44.16 122 Wire Grate 6 $2:22 $13.32 123 Wire Grate 6 $1.37 $8.22 124 Cutting Board 2 $43.31 $86.62 125 Cutting Board 1 $82.75 $82.75 126 Magnetic Knife Hold 2 $4.45 $8.90 127 Chefs Knife d $6.61 $26.44 128 Chefs Knife 4 $7.38 $29.52 129 Slider Knife 4 $6.32 $25.28 130 Cleaver 3 $4.94 $14.82 131 Bread Knife 3 $4.78 $14.34 132 Cimeter Knife 2 $15.28 $30.56 133 Boning Knife 3 $4.97 $14,91 134 Paring Knife 3 $5.96 $17.88 1 35 Sharpening Steel 2 $24.69 $49.38 136, Japanese Knife 3 $28.86 $86.58 137 Cheese Knife 1 $52.96 $52.96 138 Cook's Fork 4 $31.51 $126.04 139 Broiler Master Brush 1 $13A9' $13.49 1 40 Chilling Paddle 6 $24.60 $147.60 141 Chilling Paddle 6 $32.87 $197.22 142 Bucket 4 $2.65 $10.60 143 Bucket 4 $3.22 $12.88 144 Food Rotation 1 $121.31 $121.31 145 Timer Electronic 2 $7.43 $14.86 146 Thermometer,' Therm 1 $234.91 $234.91 147 Thermometer, Refrig 12 $4.40 $52.80 148 Oven Temperature 12 $4.40 $52.80 149 Hamburger Tur ner 6 $18.94 $113.64 150 Cake Turner 6' $19.97 $119.82 151 Turner, Perforated 6 $18.15 $108.90 152 Scale, Portoin Digital 1 $50.92 $50.92 Page 4 of 5 allwares & Utensils for TEE Center Vendors Calico Industries 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOTAL PRICE 153' Scale, Porfoin Digital 1 $97.42' $97.42 154 Scale, Receiv Digital 1 $134.95 $134.95 155 Utility Tongs 12 $7.66 $91.92 156 Utility Tongs 12 $6.70 $80.40 157 Shaker 4 $1.39 $5.56 158 Meat Tenderizer, Ma 1 $11.1B $11.18 159 Kitchen Poultry Shea 1 $3.43 $3.43 160 Disher, Standard Ro 4. $4.84 $19.36 161 Disher, Standard Ro 6 $4.84 $29.04 162 Disher, Standard Ro, 4 $4.84 $19.36 163 Disher, Standard Ro 4 $4.84 $19.36 164 Disher Standard Ro 6 $4:84 $29.04 165 Disher, Standard Ro 6 $5.59 $33.54 166 Utility Scoop 12 $4.18 650:16 167 Ice Scoop 12 $3.10 $37.20 168 Ice Scoop 12 61.66 $19.92 169 Sauce Dispenser 4 $83.52 $334.08 Total Bid $33,162.11 Page5 Bid Item #12 -211 Smallwares & Utensils for TEE Center for Recreation, Parks & Facilities Department Bid Due: Tuesday, November 13, 2012 @ 11:00 A.M. Calico Indust 9045 Junction Drive Annapolis Junction, MD 20701 ITEMS DESCRIPTION QTY UNIT PRICE TOTAL PRICE Corrected Amount 65 Cover 4 532.52 $130 58 130.08 122 Wire Grate 6 $2.22 513.22 13.32 `124 Cutting Board 2 $43.31 5259.86 86.62 I' Tote Bid $33,335.35 Corrected Total $33,162.11 DEG -03 -2012 NON II:44 Ali I vyish to call your attention to Article 6, 1 -10 -50 (h) (3) of the Augusta, Georgia Code as it relates to the submission of your bid. § 1- (O Sealed blde,selection method. Sign: FAX N0, (h) Correction or withdrawal of bids. Correction or wlthdrswai of nruivettentIy erroneous bids before or after: hid opening may 'XI permitted under the circumstances described below (3i A(}er the bid opening; corrections to Washed bo permitted only as to bid price and only to the extent MAIM bidder can show by clear and convincing evidence that a mistake of a non - Judgmental character was made, the nature of the m istake, and the bid price actually intended.Othenviee, no changes in bid prices or other provisions of bids shall be permfted, Please be advised that Augusta would like to give you the option to approve or reject the change to the tabulation sheet to reflect the revised amount of $33,162.11. Please be advised this is not a bid award. We are requesting that you reply to this request by signing below and faxing this page back to 706- 821.2811 by Wednesday, November 28, 2012 @ 4:00 p.m. Date: 03 OtC 2Qt2 LL accept the re tsed total I WILL NOT accept the revised total Should you hav any questions concerning this request, please do not hesitate to contact me at 706 - 821 -2355: Sincerely, Gar A. Sams I Director Procurement GiAS /nw Attachment cc.. William P. Shanahan, Jr., Interim Director Recreation Parks and Facilities Departm Jacque Ware, Dukes Edwards & Dukes , 01/01 B.1.1 B.1.1.1 ATTACHMENT B BASIC SERVICES COMPENSATION B.1 BASIC SERVICE COMPENSATION As full and complete compensation for providing the Basic Services enumerated in Article 3, Augusta, Georgia will pay the Contractor the Sum of $33,162.11 Dollars. Payments will be made as follows: Upon satisfying all contractual agreements, Calico will submit an invoice to the Owner's Representative (listed below) requesting payment in full. Augusta Georgia Attention: Jacques Ware 530 Greene Street, Suite 312 Augusta, GA 30901 B.1.2 The Basic Services Compensation stated in paragraph B.1.1 includes all compensation and other payments due Contractor for manpower, overhead, profit and direct expenses, among other items, in the performance of the Basic Services.