TPharm5 Draft Section I 20191120.docx

SECTION I

CONTRACT CLAUSES

I.

I.1. Clauses -- Federal Acquisition Regulation (FAR).

FAR 52.202-1 Definitions (JUN 2019)

FAR 52.203-3 Gratuities (APR 1984)

FAR 52.203-5 Covenant Against Contingent Fees (MAY 2014)

FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2019)

FAR 52.203-7 Anti-Kickback Procedures (JUN 2019)

FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (MAY 2014)

FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2019)

FAR 52.203-13 Contractor Code of Business Ethics and Conduct (JUN2019)

FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

FAR 52.204-4 Printed or Copied Double-Sided Post Consumer Fiber Content (MAY 2011)

FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2019)

FAR 52.204-13 System for Award Management Maintenance (OCT 2018)

FAR 52.204-14 Service Contract Reporting Requirements (OCT 2016)

FAR 52.204-18 Commercial and Government Entity Code Maintenance (JUL 2016))

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (JUN 2016)

FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018)

FAR 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015)

FAR 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018)

FAR 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations (NOV 2015)

FAR 52.210-1 Market Research (APR 2011)

FAR 52.211-15 Defense Priority and Allocation Requirements (APR 2008)

FAR 52.215-2 Audit and Records - Negotiation (JUN 2019)

FAR 52.215-8 Order of Precedence - Uniform Contract Format (OCT 1997)

FAR 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data - Modifications (JUN 2019) (DEVIATION)

FAR 52.215-13 Subcontractor Certified Cost or Pricing Data - Modifications (OCT 2019)(DEIVATION 2018-O00015)

FAR 52.215-15 Pension Adjustments and Asset Reversions (OCT 2010)

FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (JUL 2005)

FAR 52.215-19 Notification of Ownership Changes (OCT 1997)

FAR 52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications (OCT 2010) - Alternate III (OCT 1997)

FAR 52.215-23 Limitation on Pass-Through Charges (OCT 2009)

FAR 52.216-24 Limitation of Government Liability (APR 1984)

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor on or before 15 days from the expiration of the current contract period of performance.

(End of Clause)

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor on or before 15 days from the expiration of the current period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 8 years, 6 months.

(End of Clause)

FAR 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns. (OCT 2014) (DEVIATION 2019-O0003)

FAR 52.219-9 Small Business Subcontracting Plan (AUG 2018) – (ALT II, NOV 2016) (DEVIATION 2018-O0018, and 2019-O0005)

FAR 52.219-16 Liquidated Damages - Subcontracting Plan (JAN 1999)

FAR 52.219-28 Post Award Small Business Program Representation (JUL 2013)

FAR 52.222-3 Convict Labor (JUN 2003)

FAR 52.222-21 Prohibition of Segregated Facilities (APR 2015)

FAR 52.222-26 Equal Opportunity (SEP 2016)

FAR 52.222-35 Equal Opportunity for Veterans (OCT 2015)

FAR 52.222-36 Equal Opportunity for Workers with Disabilities (JUL 2014)

FAR 52.222-37 Employment Reports on Veterans (FEB 2016)

FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (DEC 2010)

FAR 52.222-41 Service Contract Act Labor Standards (AUG 2018)

FAR 52.222-42 Statement of Equivalent Rates for Federal Hires (MAY 2014)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only: It is not a Wage Determination

(End of Clause)

FAR 52.222-43 Fair Labor Standards Act and Service Contract Act - Price Adjustment (Multiple Year and Option Contracts) (AUG 2018)

FAR 52.222-49 Service Contract Labor Standards- Place of Performance Unknown (MAY 2014)

a) This contract is subject to the Service Contract Labor Standards statute, and the place of performance was unknown when the solicitation was issued.

(b) Offerors who intend to perform in a place or area of performance for which a wage determination has not been attached or requested may nevertheless submit bids or proposals. However, a wage determination shall be requested and incorporated in the resultant contract retroactive to the date of contract award, and there shall be no adjustment in the contract price.

(End of Clause)

FAR 52.222-50 Combating Trafficking in Persons (JAN 2019)

FAR 52.222-54 Employment Eligibility Verification (OCT 2015)

FAR 52.222-55 Minimum Wages Under Executive Order 13658 (DEC 2015)

FAR 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017)

FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013)

FAR 52.223-6 Drug-Free Workplace (MAY 2001)

FAR 52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts (AUG 2018)

FAR 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

FAR 52.224-1 Privacy Act Notification (APR 1984)

FAR 52.224-2 Privacy Act (APR 1984)

FAR 52.224–3 Privacy Training (JAN 2017)

FAR 52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008)

FAR 52.227-1 Authorization and Consent (DEC 2007)

FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007)

FAR 52.227-14 Rights in Data - General (MAY 2014)

FAR 52.227-17 Rights in Data – Special Works (DEC 2007)

FAR 52.229-3 Federal, State, and Local Taxes (FEB 2013)

FAR 52.232-1 Payments (APR 1984)

FAR 52.232-8 Discounts for Prompt Payment (FEB 2002)

FAR 52.232-11 Extras (APR 1984)

FAR 52.232-17 Interest (MAY 2014)

FAR 52.232-18 Availability of Funds (APR 1984)

FAR 52.232-19 Availability of Funds for the Next Fiscal Year (APR 1984) Funds are not presently available for performance under this contract beyond XXXXXXX for each exercised option period. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond these dates identified above, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

FAR 52.232-23 Assignment of Claims (MAY 2014)

FAR 52.232-25 Prompt Payment (JAN 2017)

FAR 52.232-32 Performance Based Payments (APR 2012)

FAR 52.232-33 Payment by Electronic Funds Transfer - System for Award Management (OCT 2018)

FAR 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013)

FAR 52.232-40 Providing Accelerated Payment to Small Business Subcontractors (DEC 2013)

FAR 52.233-1 Disputes (MAY 2014) - Alternate I (DEC 1991)

FAR 52.233-3 Protest after Award (AUG 1996)

FAR 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

FAR 52.237-3 Continuity of Services (JAN 1991)

FAR 52.239-1 Privacy or Security Safeguards (AUG 1996)

FAR 52.242-1 Notice of Intent to Disallow Costs (APR 1984)

FAR 52.242-3 Penalties for Unallowable Costs (MAY 2014)

FAR 52.242–5 Payments to Small Business Subcontractors (JAN 2017)

FAR 52.242-13 Bankruptcy (JUL 1995))

FAR 52.243-1 Changes - Fixed-Price (AUG 1987) - ALTERNATE I (APR 1984)

FAR 52.243-6 Change Order Accounting (APR 1984)

FAR 52.243-7 Notification of Changes (JAN 2017)

FAR 52.244-2 Subcontracts (OCT 2010)

FAR 52.244-6 Subcontracts for Commercial Items (JAN 2019)

FAR 52.245-1 Government Property (JAN 2017)

FAR 52.246-25 Limitation of Liability - Services (FEB 1997)

FAR 52.248-1 Value Engineering (JUN 2019)

FAR 52.249-2 Termination for Convenience of the Government (Fixed-Price) (APR 2012)

FAR 52.249-8 Default (Fixed-Price Supply and Service) (APR 1984)

FAR 52.252-2 Clauses Incorporated By Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

https://www.acquisition.gov/ (End of Clause)

FAR 52.252-6 Authorized Deviations in Clauses (APR 1984)

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

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(End of Clause)

FAR 52.253-1 Computer Generated Forms (JAN 1991)

I.2. Clauses -- Defense Federal Acquisition Regulation Supplement (DFARS).

DFARS 252.201-7000 Contracting Officer's Representative (DEC 1991)

DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials (AUG 2019)

DFARS 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (DEC 2008)

DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights (SEP 2013)

DFARS 252.203-7003 Agency Office of the Inspector General (DEC 2012)

DFARS 252.203-7004 Display of Fraud Hotline Poster(s) (MAY 2019)

DFARS 252.204-7000 Disclosure of Information (OCT 2016)

DFARS 252.204-7002 Payment for Subline Items Not Separately Priced (DEC 1991)

DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992)

DFARS 252.204-7004 Antiterrorism Awareness Training for Contractors (FEB 2019)

DFARS 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (OCT 2016)

DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (OCT 2016)

DFARS 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support (MAY 2016)

DFARS 252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991)

DFARS 252.209-7004 Subcontracting with Firms that Are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism (MAY 2019)

DFARS 252.211-7007 Reporting of Government-Furnished Property (AUG 2012)

DFARS 252.215-7002 Cost Estimating System Requirements (DEC 2012)

DFARS 252.216-7005 Award Fee (JUL 2009)

DFARS 252.217-7027 Contract Definitization (DEC 2012)

DFARS 252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (MAY 2019)

DFARS 252.223-7004 Drug-Free Work Force (SEP 1988)

DFARS 252.225-7002 Qualifying Country Sources as Subcontractors (Dec 2017)

DFARS 252.225-7004 Report of Intended Performance Outside the United States and Canada—Submission after Award (MAY 2019)

DFARS 252.225-7012 Preference for Certain Domestic Commodities (DEC 2017)

DFARS 252.225-7013 Duty-Free Entry (MAY 2016)

DFARS 252.225-7021 Trade Agreements – Alternate II (DEC 2017)

DFARS 252.225-7048 Export-Controlled Items (JUN 2013)

DFARS 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (APR 2019)

DFARS 252.227-7013 Rights in Technical Data – Noncommercial Items (FEB 2014)

DFARS 252.227-7015 Technical Data – Commercial Items (FEB 2014)

DFARS 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information marked with Restrictive Legends (MAY 2013)

DFARS 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APR 1988)

DFARS 252.231-7000 Supplemental Cost Principles (DEC 1991)

DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports (DEC 2018)

DFARS 252.232-7007 Limitation of Government’s Obligation (APR 2014)

DFARS 252.232-7010 Levies on Contract Payments (DEC 2006)

DFARS 252.232-7013 Performance Based Payments – Deliverable Item Basis (AUG 2019)

(DEVIATION)

(a) Basis for payment. Performance-based payments shall form the basis for the contract financing payments provided under this contract and shall apply to Contract Line Item Numbers (CLINs) 0001 Contract Transition-In, TRICARE Pharmacy Services. The performance-based payments schedule (Section C) describes the basis for payment, to include identification of the individual payment events, CLINs to which each event applies, evidence of completion, and amount of payment due upon completion of each event.

(b) Additional information required.

(1) The Contractor shall, in addition to providing the information required by Federal Acquisition Regulation (FAR) 52.232-32, submit information for all payment requests using the following format:

Current performance-based payments(s) event(s) addressed by this request:

1a) Negotiated value of all previously completed performance-based payment(s) event(s);

(1b) Negotiated value of the current performance-based payment(s) event(s);

(1c) Cumulative negotiated value of performance-based payment(s) event(s) completed to date (1a) + (1b); and

(2) Total costs incurred to date.

(2) Incurred cost is determined by the Contractor's accounting books and records, to which the Contractor shall provide access upon request of the Contracting Officer for the administration of the clause. An acceptable job order cost accounting system (per DFARS 252.242-7006) is not required for reporting of incurred costs under this clause. If the Contractor's accounting system is not capable of tracking costs on a job order basis, the contractor shall provide a realistic approximation of the allocation of incurred costs attributable to this contract in accordance with Generally Accepted Accounting Principles (GAAP) and the Contractor's accounting system. FAR 52.232-32(m) does not require certification of incurred costs.

(c) Security.

(1) Title to the property described in paragraph (f) of the clause at FAR 52.232-32, Performance-Based Payments, is the preferred security for receipt of performance-based payments.

(2)(i) If the Contractor's accounting system is not capable of identifying and tracking through the build cycle the property that is allocable and properly chargeable to this contract, the Contracting Officer may consider acceptance of one or a combination of the following alternative forms of security sufficient to constitute adequate security for the performance-based payments and so specify in the contract, consistent with FAR 32.202-4:

(A) A paramount lien on assets.

(B) An irrevocable letter of credit from a federally insured financial institution.

(C) A bond from a surety, acceptable in accordance with FAR part 28.

(D) A guarantee of repayment from a person or corporation of demonstrated liquid net worth, connected by significant ownership interest to the Contractor.

(E) Title to identified Contractor assets of adequate worth.

(ii) Paragraph (f) of the clause at FAR 52.232-32 does not apply to the extent that the Contractor and the Contracting Officer agree on alternative forms of security. In the event the Contractor fails to provide adequate security, as required in this contract, no financing payment will be made under this contract. Upon receipt of adequate security, financing payments will be made, including all previous payments to which the Contractor is entitled, in accordance with the terms of the provisions for contract financing. If at any time the Contracting Officer determines that the security provided by the Contractor is insufficient, the Contractor shall promptly provide such additional security as the Contracting Officer determines necessary. In the event the Contractor fails to provide such additional security, the Contracting Officer may collect or liquidate such security that has been provided and suspend further payments to the Contractor; and the Contractor shall repay to the Government the amount of unliquidated financing payments as the Contracting Officer at his sole discretion deems repayable.

(End of clause)

DFARS 252.242-7005 Contractor Business Systems (FEB 2012)

DFARS 252.243-7001 Pricing of Contract Modifications (DEC 1991)

DFARS 252.243-7002 Requests for Equitable Adjustment (DEC 2012)

DFARS 252.244-7000 Subcontracts for Commercial Items (JUN 2013)

DFARS 252.244-7001 Contractor Purchasing System Administration (MAY 2014)

DFARS 252.245-7001 Tagging, Labeling, and Marking of Government - Furnished Property (APR 2012)

DFARS 252.245-7002 Reporting Loss of Government Property (DEC 2017)

DFARS 252.245-7003 Contractor Property Management System Administration (APR 2012)

DFARS 252.245-7004 Reporting, Reutilization, and Disposal (DEC 2017)

DFARS 252.247-7023 Transportation of Supplies by Sea-Basic (FEB 2019) HT940220R0002 Page I5 of I11 22 Nov 2019