Fixed Price Supply -BPA Subcontract - Prescriptions.doc

Subcontract

Kittrell Job Corps Center Operated by Del-Jen, Inc.

Fixed Price Agreement/Blanket Purchase Agreement

1. INTRODUCTION

This Requirements Type subcontract is entered into between the _________Company and Del-Jen, Inc. operated Job Corps Center, hereinafter referred to as “Center” and _______, herein referred to as “Company,” for the purpose of providing Pharmaceutical needs for the students at the Kittrell Job Corps Center.

Del-Jen, Inc. operates the Kittrell Job Corps Center which is applicable to this agreement under individual prime contracts with the U.S. Department of Labor, Office of Job Corps (USDOLJC).

Under the terms and conditions of this agreement, Company will provide the required Pharmaceutical needs via a pre-negotiated blanket purchase agreement, with delivery points for the Center(s) being specified, with the delivery, inspection, and acceptance terms and conditions being the same for applicable Center(s) operated by Del-Jen, Inc. as listed below.

The provisions, standards and criteria set forth and established by this agreement shall be flowed down to all subcontractors hired by both parties under this subcontract.

2. SCOPE OF WORK

Company will provide the below needs for the following listed Job Corps Center operated by Del-Jen, Inc. for the USDOLJC.

· Quarterly Pharmacy Inspection, which includes checks for expired medication, corrects transcriptions, checks narcotics, suggestions and recommendations for medication.

· Monitoring costs, advise for alternatives

· Delivery required daily

· Verify students insurance (i.e. Medicaid, private insurance)

· Pharmacy utilizes the Wal-mart pharmacy list.

Kittrell Job Corps Center

1096 US Hwy #1 South

Kittrell, NC 27544 Requirements and needs will vary for the Center, and will be determined via individual blanket purchase agreements. Pricing and delivery shall be in accordance with the Company proposal submitted in response to KJCCPHARMACY2012 Request for Proposal (RFP)/RFP Letter dated April, 11 2012, remaining firm for each item bidded for one base year. Future offices/centers will receive the same pricing that was included in your bid on May 2012, for coverage and service to any place in the United States.

Company shall perform full service support for all goods and services during normal business hours from 8 AM to 5 PM (local Center time) Monday through Friday within the pricing proposed and shall provide full-time, ongoing customer service support for any questions, challenges and needs.

Company will provide online ordering that can be tracked, with reports that each center and the corporate office can review for trends, cost savings, items ordered only from the item list (uploaded into vendor website portal), etc.

As stated below in Attachment B, Company will comply with all Green Federal Acquisition Regulation (FAR) – 11.002, 11.303, 13.2, 23.2, 23.4, 52.223-1, 52.223-2, 52.223-15, and 52.223-16 – And, will comply with all Buy American FAR 25.1, 25.2, 25.501, 25.11, 25.504-1, 52.225-2, 52.225-3, 52.225-4, 52.225-9, 52.225-10, and 52.225-11. Company will outline and provide a recycling program for products (Ex: Toner). All products must be shipped with the applicable MSDS.

Delivery of all items to each of our locations stated above will be delivered in most cases within 24 hours of online order with each PO/BPA number.

In case of default by Company, the Center may procure the product (s) or service (s) from other sources and hold Company responsible for any excess cost occasioned thereby.

Payment will be made for each order and billed monthly with net 30-day terms. Billing will occur separately for the Center. No fees, freight, re-stocking, maintenance or charges of any kind will be paid, unless agreed upon for special items.

3. APPROVAL OF CONTRACT

This subcontract is subject to the approval of the USDOLJC, Contracting Officer, and shall not be binding until agreed upon if required.

4. PERIOD OF PERFORMANCE

The period of performance for this agreement shall be one (1) base year period commencing on June 1, 2012, through May 31, 2013.

5. INSURANCE

Company shall obtain and maintain insurance coverage for Workers’ Compensation/Employer’s Liability, Comprehensive General Liability, and Comprehensive Automobile Liability per the following:

A. Workers’ Compensation

State Statutory Employer’s Liability

Statutory

B. Comprehensive General Liability ($1 million per occurrence).

C. Any deductible damages or expenses must be covered by Company. Any depleted limits must be reported. Certificates of such insurance shall be filed at the Center prior to the commencement of this Subcontract.

6. GENERAL PROVISIONS

A. Company shall at all times abide by the Center’s rules and regulations.

B. Security regulations will be in effect at each Center with regard to entry requirements, vehicle licensing, and personnel identification.

C. Weapons, alcoholic beverages or controlled substances shall not be transported to or consumed on Center by Company personnel.

D. Fraternization by Company personnel with Center students is strictly prohibited.

7. INDEMNIFICATION

Subcontractor agrees to defend, indemnify and hold harmless the KJCC, its affiliates and assigns, including the U.S. Department of Labor (collectively referred to as “Beneficiaries”), and Center and Beneficiaries’ directors, officers, employees, students, agents and representatives, from any and all claims, judgments, actions, orders, awards, liability, damages, costs and/or expenses, including but not limited to reasonable attorneys fees and costs, relating to or arising out of the services rendered by Subcontractor under this Agreement or Subcontractor’s acts or omissions. This indemnification provision extends to any claims by third parties or by employees of Subcontractor, and even if such third parties or employees of Subcontractors prevailed on any such claims.

8. CANCELLATION RIGHTS

This Agreement may be terminated, with respect to the remaining term of the Agreement, at any time by either party, upon ninety (90) days’ written notice thereof to the other, effective ninety (90) days after acknowledgment of receipt of said notice. Termination for breach of contract terms, Subcontractor misconduct, code of ethics or integrity violations and/or violations of Federal, State and/or Municipal law is not subject to and is excluded from this 90-day cancellation notice provision. Such violations may result in immediate termination of this Subcontract without written notice.

The Center reserves the right, upon thirty (30) days’ written notice to Company, to modify this Agreement with respect to the specific numbers of Job Corps Centers participating in this agreement, and the types and quantities of goods required under the agreement. Any such modification shall be deemed a change in the scope of work of this Agreement and may result in an upward or downward adjustment in the funding value. Any such adjustment shall be incorporated into this Agreement by a written modification executed by both parties.

In the event the Government terminates a Center’s prime contract with Del-Jen, Inc. for any reason during the term of this agreement and Government funds are no longer available to support this Subcontract, Del-Jen, Inc. shall (in writing) notify Company of such occurrence, and provide evidence of such same occurrence and this Subcontract shall terminate on the same day as the unavailability of funds to support this Agreement or prime contract termination. In the event of such termination, Company’s and the Center’s obligations under this Subcontract shall terminate without penalty.

9. DISPUTES CLAUSE

All disputes arising under or relating to this contract shall be resolved under this clause, the details of which are contained in Attachment A. “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract.

To ensure rapid and economical resolution of any and all disputes directly or indirectly arising out of or in any way connected with this Subcontract, Del-Jen, Inc. and Company each agree that any and all disputes, whether of law or of any nature whatsoever, shall be resolved by final and binding arbitration held in the State of North Carolina under the procedures set forth in Attachment A to this Agreement and the then existing American Arbitration Association (“AAA”) arbitration procedures, except insofar as they are inconsistent with the procedures set forth in Attachment A. Del-Jen, Inc. and Company each acknowledge and agree that any and all rights they may otherwise have to resolve such Arbitral Claims by jury trial, by a court, or in any forum other than the AAA are hereby expressly waived.

Pending resolution of any claim or request for relief, Company shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the arbiter.

10. NOTICE

Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

To:

Del-Jen, Inc./Kittrell Job Corps Center 1096 US Hwy #1 South Kittrell, NC 27544 To:

Company

Street

City, State, Zip

Or, notices shall be delivered to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent, as evidenced by confirmation slip.

11. NON-ASSIGNMENT

The obligations of Company hereunder may not be assigned nor transferred in any manner whatsoever without the Purchasing Specialist’s approval, nor are such obligations subject to involuntary alienation, assignment or transfer.

12. NO ACTS AGAINST GOODWILL

Both parties agree that they will not say or do anything intended to harm the goodwill or business reputation of Del-Jen, Inc., and Company or anyone affiliated with Del-Jen, Inc. and Company. Del-Jen, Inc. and/or Company may, in addition to other available remedies, seek injunctive relief to enforce this provision.

13. ATTACHMENTS

ATTACHMENT A - ARBITRATION /DISPUTE PROCEDURE

ATTACHMENT B - APPLICABLE FAR CONTRACT CLAUSES

ATTACHMENT C – SCOPE OF WORK/RFP LETTER

ATTACHMENT D – PRICE/ITEM LIST

ATTACHMENT E – _____________

14. EXECUTION

This Subcontract and its attachments represent the entire Agreement between the parties hereto and, unless otherwise stipulated, may only be modified by the written mutual consent of all parties.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the 1st day of June, 2012.

Company

Name/Title

Date

Del-Jen, Inc./ Kittrell Job Corps Center

Ty, Graham, Center Director

Joey Fuqua, Director of Administration

Kimberly Bray, Purchasing Specialist

ATTACHMENT A

ARBITRATION PROCEDURE

1.

The Parties agree that any dispute that arises in connection with this Agreement or the termination of this Agreement that cannot be resolved by discussions with Company management shall be resolved by binding arbitration in the manner described below.

2.

A Party intending to seek resolution of any dispute under the Agreement by arbitration shall provide a written demand for arbitration to the other Party, which demand shall contain a brief statement of the issues to be resolved.

3.

The arbitration shall be conducted by the American Arbitration Association (“AAA”). At the request of either Party, arbitration proceedings will be conducted in the utmost secrecy and in such case, all documents, testimony, and records shall be received, heard, and maintained by the arbitrator in secrecy under seal, available for inspection only by the Parties to the arbitration, their respective attorneys, and their respective expert consultants, or witnesses who shall agree, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy, and make no use of such information except for the purposes of the arbitration, unless compelled by legal process.

4.

The arbitrator is required to disclose any circumstances that might preclude the arbitrator from rendering an objective and impartial determination.

5.

The Party demanding arbitration shall promptly request that AAA conduct a scheduling conference within fifteen (15) days of the date of that Party’s written demand for arbitration or on the first available date thereafter on the arbitrator’s calendar. The arbitration hearing shall be held within thirty (30) days after the scheduling conference or on the first available date thereafter on the arbitrator’s calendar. Nothing in this paragraph shall prevent a Party from at any time seeking temporary equitable relief, from AAA or any court of competent jurisdiction, to prevent irreparable harm pending the resolution of the arbitration.

6.

Discovery shall be conducted as follows: (a) prior to the arbitration any Party may make a written demand for lists of the witnesses to be called and the documents to be introduced at the hearing: (b) the lists must be served within fifteen days of the date of receipt of the demand, or one day prior to the arbitration, whichever is earlier: and (c) each Party may take no more than two depositions (pursuant to the procedures of North Carolina law) with a maximum of five hours of examination time per deposition, and no other form of pre-arbitration discovery shall be permitted.

7.

It is the intent of the Parties that the Federal Arbitration Act (“FAA”) shall apply to the enforcement of this provision unless it is held inapplicable by a court with jurisdiction over the dispute, in which event North Carolina law with regard to arbitration shall apply.

8.

The arbitration shall be conducted in North Carolina, or another forum determined solely by the Company. The arbitrator shall apply North Carolina law, and shall be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or repletion of company property. The arbitrator shall also be able to award reasonable and appropriate damages. If Legal Counsel is retained, each party will be responsible for their own attorney fees and arbitration costs.

ATTACHMENT B

APPLICABLE FAR CONTRACT CLAUSES

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. The full text of a clause may be found at http://wwww.acquisition.gov/far.

Federal Acquisition Regulation (48 CFR Chapter 1) Clauses

CLAUSE

TITLE

52.202-1

Definitions

52.203-3

Gratuities

52.203-5

Covenant Against Contingent Fees

52.203-6

Restrictions on Subcontractors Sales to the Government

52.203-7

Anti-Kickback Procedures

52.203-8

Cancellation, Rescission, and Recovery of Funds for illegal or Improper Activity

52.203-10

Price or Fee Adjustment for Illegal or Improper Activity

52.203-11

Certification and Disclosure Regarding Payments to influence Certain Federal Transaction

52.203-12

Limitation on Payments to Influence Certain Federal Transactions

52.204-2

Security Requirements

52.204-4

Printed or Copied Double-Sided on Recycled Paper

52.204-7

Central Contractor Registration

52.204-9

Personal Identity Verification of Contractor Personnel

52.207-3

Right of First Refusal of Employment

52.209-6

Protecting the Government’s Interest when Subcontracting with Contractor’s Debarred, Suspended, or Proposed for Debarment

52.211-15

Materials Requirement

52.215-2

Audit and Records-Negotiation/Alternate II (Apr-98)

52.215-8

Order of Precedence-Uniform Contract Data

52.215-10

Price Reduction for Defective Cost or Pricing Data

52.215-11

Price Reduction for Defective Cost or Pricing Data-Modifications

52.215-12

Subcontractor Cost or Pricing Data

52.215-13

Subcontractor Cost or Pricing Data-Modifications

52.215-14

Integrity of Unit Prices

52.215-15

Pension Adjustment and Asset Reversions

52.215-17

Waiver of Facilities Capital Cost of Money

52.215-18

Reversion or Adjustment of Plans for Post Retirement Benefits (PRB) Other than Pensions

52.215-19

Notification of Ownership Changes

52.215-21

Requirements for Cost or Pricing Data or Pricing Data or Information Other Than Cost or Pricing Data-Modifications/Alternate IV (Oct-97)

52.216-7

Allowable Cost and Payment

52.216-10

Incentive Fee

52.217-8

Option To Extend Services (30 days)

52.217-9

Option to Extend the Term of the Contract (a) 30-days; 60 days. (c) 5 years.

52.219-8

Utilization of Small Business Concerns

52.219-9

Small Business Subcontracting Plan/Alternate II (Oct-01)

52.219-14

Limitations on Subcontracting

52.219-16

Liquidated Damages-Subcontracting Plan

52.222-1

Notice to the Government of Labor Disputes

52.222-2

Payment for Overtime Premiums

52.222-3

Convict Labor

52.222-4

Contract Work Hours and Safety Standards Act-Overtime Compensation

52.222-6

Davis-Bacon Act

52.222-10

Compliance with Copeland Act Requirements

52.222-11

Subcontracts (Labor Standards)

52.222-13

Compliance with Davis-Bacon and Related Act Regulations

52.222-21

Prohibition of Segregated Facilities

52.222-26

Equal Opportunity

52.222-35

Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

52.222-36

Affirmative Action for Workers with Disabilities

52.222-37

Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

52.222-41

Service Contract Act of 1965, as Amended

52.222-50

Combating Trafficking in Persons

52.223-1

Biobased Product Certification

52.223-2

Affirmative Procurement of Biobased Products

52.223-3

Hazardous Material Identification and Material Safety Data/Alternate I (Jul-95)

52.223-5

Pollution Prevention and Right-to Know Information

52.223-6

Drug-Free Workplace

52.223-10

Waste reduction Program

52.223-12

Refrigeration Equipment and Air Conditioners

52.223-14

52.

Toxic Chemical Release Reporting

52.223-15

Energy Efficiency in Energy-Consuming Products

52.223-16

IEEE 1680 Standard for the Environmental

52.224-1

Privacy Act Notification

52.224-2

Privacy Act

52.225-1

Buy American Act-Supplies

52.225-13

Restrictions on Certain Foreign Purchases

52.227-1

Authorization and Consent

52.227-2

Notice and Assistance Regarding Patent and Copyright Infringement

52.227-14

Rights in Data-General

52.228-5

Insurance-Work on a Government Installation

52.228-7

Insurance-Liability to Third Persons

52.228-8

Liability and Insurance-Leased Motor Vehicles

52.230-2

Cost Accounting Standards

52.230-3

Disclosure and Consistency of Cost Accounting Practices

52.230-6

Administration of Cost Accounting Standards

52.232-9

Limitation on Withholding of Payments

52.232-17

Interest

52.232-18

Availability of Funds

52.232-22

Limitation of Funds

52.232-23

Assignment of Claims

52.232-25

Prompt Payment/Alternate I (Feb-02)

52.232-33

Payment by Electronic Funds Transfer-Central Contractor Registration

52.233-1

Disputes/Alternate I (Dec-91)

52.233-3

Protest after Award/Alternate I (Jun-85)

52.233-4

Applicable Law for Breach of Contract Claim

52.237-2

Protection of Government Buildings, Equipment, and Vegetation

52.237-3

Continuity of Services

52.237-7

Indemnification and Medical Liability Insurance (Enter dollar threshold for each health service)

52.242-1

Notice of Intent to Disallow Costs

52.242-2

Production Progress Reports

52.242-3

Penalties for Unallowable Costs

52.242-4

Certification of Indirect Costs

52.242-13

Bankruptcy

52.243-2

Changes-Cost Reimbursement/Alternate I (Apr-84)

52.244-2

Subcontracts/Alternate I (Jan-06)

Professional Health Services

None

52.244-5

Competition in Subcontracting

52.244-6

Subcontracts for Commercial Items

52.245-1

Government Property

52.245-2

Government Property (Fixed-Price Contracts)

52.246-5

Inspection of Services – Cost Reimbursement

52.246-25

Limitation of Liability-Services

52.247-63

Preference for U.S. Flag Air Carriers

52.247-64

Preference for Privately Owned U.S. Flag Commercial Vessels

52.248-1

Value Engineering

52.249-6

Termination (Cost Reimbursement)

52.249-14

Excusable Days

52.251-1

Government Supply Sources

52.251-2

Interagency Fleet Management System Vehicles & Related Services

52.253-1

Computer Generated Forms

Federal Acquisition Regulations (FAR) Flow down Clauses for Job Corps Subcontracts

· FAR 52.203.5, 7, 11 (contingency fees)

· FAR 52.203-6 (restrictions on subcontractor sales to the government)

· FAR 52.209.5 and 6 (certification regarding debarment)

· FAR 52.222-46 (evaluation of compensation for professional employees)

· FAR 52.224-2 (Privacy Act)

· FAR 52.227-2 (patent and copyright infringement)

· FAR 42.232-18, 19 (availability of funds)

· FAR 52.222-25, 35, 36, 37 (affirmative action program)

· FAR 52.222-21, 22, 26 (equal opportunity)

· FAR 52.222-41 (Service Contract Act)

· FAR 52.219-9, 19.705-2 (small business subcontracting act)

· FAR 52.222-42 (federal hires)

· FAR 52.222-43 (FSLA and Service Contract Act)

CLAUSES INCORPORATED BY REFERENCE. 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, (name of contractor) will make full text available. The full text of a clause or provision may be accessed electronically at the following Internet address: www.acquisition.gov/far.

ATTACHMENT C – SCOPE OF WORK/RFP LETTER

THIS IS A SUBCONTRACTING OPPORTUNITY

Del-Jen, Inc. /Kittrell Job Corps Center is soliciting bids from qualified vendors to provide pharmaceutical needs for our students.

Requirements

· Quarterly Pharmacy Inspection, which includes checks for expired medication, corrects transcriptions, checks narcotics, suggestions and recommendations for medication.

· Monitoring costs, advise for alternatives

· Delivery required daily

· Verify students insurance (i.e. Medicaid, private insurance)

· Pharmacy utilizes the Wal-mart pharmacy list.

A qualified vendor will be

· Registered with the Central Contractors Registration Website (CCR)

· Provide proof of pharmaceutical license and insurance ($1,000,000.00)

A qualified bid will

· Acknowledge acceptance of the attached contract.

· Acknowledge acceptance of the Purchase Order Terms and Conditions and applicable FAR Flow Down Clauses.

· Completed form 1413, written statement from the subcontractor at the time of subcontract award, the firm or its principals were not debarred, suspended, or proposed for debarment by the Government.

· Proposal of prices on company letterhead that will hold or not exceed until May 31st 2013.

ATTACHMENT D – PRICE/ITEM LIST

Prescriptions can fluctuate in cost throughout a contract year; we require a subcontractor pharmacy that will be able to comply with the following:

· Monitoring costs, advise for alternatives

· Verify students insurance (i.e. Medicaid, private insurance)

· Pharmacy utilizes the Wal-mart pharmacy list.

· Delivery Daily if needed.

ATTACHMENT E – _____________