Solicitation SPE2DX20R0001 Final 6.3.2021.pdf

SPE2DX-20-R-0001 Page 2 of 138 Table of Contents

Page Continuation of Blocks from the Standard Form 1449 3 Block 8, Offer Due Date/Local Time 3 Block 9, Issued By 3 Block 17a, Contractor/Offeror 3 Block 17b, Remittance Address 3 Block 19-22, Item No., Schedule of Supplies/Services, Quantity, Unit 3

Caution Notices Contractor Code of Business Ethics 4

Contract Clauses 52.212-4 Contract Terms and Conditions—Commercial Items (by reference, see SF 1449, Block 27a)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items

Addendum Containing Supplementary Clauses in Full Text and by Reference 15 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications

Equipment or Services

52.216-18 Ordering 17 52.216-19 Order Limitations 18 52.216-21 Requirements 18 52.217-9 Option to Extend the Term of the Contract 19 52.229-12 Tax on Certain Foreign Procurements 19 52.252-2 Clauses Incorporated by Reference 21

STATEMENT OF WORK 22

Solicitation Provisions 52.212-1 Instructions to Offerors—Commercial Items 87 Addendums to 52.212-1 91 52.212-2 Evaluation—Commercial Items 100 52.212-3 Offeror Representations and Certifications - Commercial Items, Alternate I 107 Addendum Containing Supplementary Provisions in Full Text and by Reference 125 252.204-7016 Covered Defense Telecommunications Equipment or Services - Representation 125 252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications

Equipment or Services—Representation

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment

52.204-26 Covered Telecommunications Equipment or Services – Representation 129 52.215-6 Place of Performance 130 52.216-1 Type of Contract 130 52.217-5 Evaluation of Options 130 52.229-11 Tax on Certain Procurements – Notice and Representation 130 52.233-2 Service of Protest 132 52.233-9001 Disputes: Agreement to Use Alternative Dispute Resolution (ADR) 132 52.252-1 Solicitation Provisions Incorporated by Reference 133

Procurement Notes L02 Electronic Order Transmission 133 L06 Agency Protests 134 L09 Reverse Auction 134 Additional Clauses as Applicable 135 Attachments 138

SPE2DX-20-R-0001 Page 3 of 138 Continuation of Blocks from SF 1449

A. 1. Block 8 Offer Due Date/Local Time: July 19th, 2021 3:00PM Eastern Standard Time (EST).

2. Block 9: Submission Instructions

› Submit offers “electronically” at the Defense Logistics Agency Internet Bid Board System (DIBBS) https://www.dibbs.bsm.dla.mil/

› Instructions

• Vendors are required to register for DIBBS prior to submission of any offer.

• Registration assistance and guidelines may be found at:

https://www.dibbs.bsm.dla.mil/refs/help/Registration/RegistrationGuidelines.aspx

• When registered, the vendor may submit an offer in response to a solicitation found on the RFP search screen by selecting the “Offer” icon. The button will only be selectable for vendors who are logged onto DIBBS. If not logged in yet, DIBBS will take you to the log in screen.

o Solicitation Number: SPE2DX-20-R-0001 o Opening/Closing Date and Time: June 3rd, 2021 to July 19th, 2021 3:00PM EST

• Upload a completed offer and all associated documents. The SF 1449 must be signed and the offer completed in its entirety in accordance with the solicitation requirements. Do not select “submit” until all associated documents are added. No data will be saved unless the offer is submitted. Once submitted, documents may be added, but not removed. No documents may be submitted after the closing date on July 19th, 2021 3:00PM EST.

• If the ability to upload proposals is unavailable for any reason, this does not constitute an acceptable reason for a late bid.

o CAUTION – LATE Submissions, Modifications, and Withdrawals: See Section L, Provision

No. 52.212-1 paragraph f (Page 88 of the solicitation).

• The instructions to upload a solicitation and associated documents can be found at:

https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fwww.dla.mil%2FPortals%2F10 4%2FDocuments%2FInformationOperations%2FEBS%2520Supplier%2520Information%2FUpload% 2520Proposal%2520DIBBS%2520Help.docx Please contact Catherine.gilbert@dla.mil with any questions or technical issues related to DIBBS submission of offers for this solicitation.

3. Block 17a › Offeror’s assigned Unique Entity Identifier Number: _______________

(If you do not have a Unique Entity Identifier number, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors—Commercial Items (paragraph j) for information on establishing a unique entity identifier.)

› Offeror’s assigned Contractor and Government Entity (CAGE) Code:__________________

4. Block 17b Remittance Address: (if different from Contractor/Offeror address in block 17a of the SF 1449.)

5. Blocks 19-22 Item No., Schedule of Supplies/Services, Quantity, Unit:

https://www.dibbs.bsm.dla.mil/ https://www.dibbs.bsm.dla.mil/refs/help/Registration/RegistrationGuidelines.aspx https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fwww.dla.mil%2FPortals%2F104%2FDocuments%2FInformationOperations%2FEBS%2520Supplier%2520Information%2FUpload%2520Proposal%2520DIBBS%2520Help.docx https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fwww.dla.mil%2FPortals%2F104%2FDocuments%2FInformationOperations%2FEBS%2520Supplier%2520Information%2FUpload%2520Proposal%2520DIBBS%2520Help.docx https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fwww.dla.mil%2FPortals%2F104%2FDocuments%2FInformationOperations%2FEBS%2520Supplier%2520Information%2FUpload%2520Proposal%2520DIBBS%2520Help.docx

SPE2DX-20-R-0001 Page 4 of 138

CAUTION NOTICE

1. CONTRACTOR CODE OF BUSINESS ETHICS

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

If this solicitation or contract includes FAR clause 52.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; contained elsewhere in the solicitation or contract, the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States code or any violations of the False Claims Act. (31 U.S.C. 3729-3733)

2. CONTRACT TYPE: The Government intends to award a Firm Fixed-Price Requirements contract.

3. PURPOSE OF SOLICITATION. This contract will be the NPV fourth Generation (GEN-IV) contract.

The Defense Logistics Agency (DLA) Troop Support Medical Supply Chain is hereby soliciting offers to select a National Prime Vendor (NPV) to provide pharmaceutical products for the National Prime Vendor (GEN-IV) Program. The NPV will need to provide next day deliveries (Mon–Fri) to the TRICARE Pharmacy (TPharm) contractor located in the Continental United States (CONUS). Price and Non-Price Proposals are to be assembled in accordance with clause 52.212-1, Addendum #2.

4. LOWEST PRICE TECHNICALLY ACCEPTABLE ACQUISITION. This is a Lowest Price Technically Acceptable (LPTA) Acquisition. The offerors will be evaluated based on the Government’s minimum technical requirements as stated in the Solicitation. An award will be made to the responsible offeror whose proposal is determined to be technically acceptable and provides the lowest evaluated price.

(Lowest Price is based on best overall distribution fee computation: refer to FAR 52.212-2(a)(iv) “Examples of How Competing Offers Will be Evaluated”) [pages 104-106]

5. REVERSE AUCTION. NOTICE: This solicitation contains Procurement Note L09 for Reverse Auction (RA) on page 134. The Government may activate this provision after timely offers have been received and evaluated. Prior to doing so, the Contracting Officer will establish a competitive range, decide whether or not an RA will be conducted, and determine which firms will participate in this event. Those firms removed from the competitive range will be notified in writing prior to the Government conducting the RA. The Reverse Auction vendor, Procurex, Inc., provides the tool/software that allows for the Reverse Auction. By submitting an offer, the offeror consents that Procurex, Inc. or another RA Vendor may have access to its submitted data for the purpose of the Reverse Auction. Procurex, Inc. has a confidentiality agreement in place.

SPE2DX-20-R-0001 Page 5 of 138

6. SUBCONTRACTING PLAN. All large business offerors must submit a Subcontracting Plan with its offer. Instructions for submitting the subcontracting plan are included in FAR 52.212-1. Contractors are required to report their progress on subcontracting goals to the electronic Subcontracting Reporting System (eSRS) twice a year. eSRS is an internet-based tool that streamlines the process of reporting on subcontracting plans and provides agencies with access to analytical data on subcontracting performance.

More information on eSRS can be found at DGPA 19.7:

http://www.dscp.dla.mil/contract/dgpa/dgpa19.asp#dgpa19705 and www.esrs.gov.

7. PRODUCT PRICING. Will be based on the following (each item will be priced using one of these pricing sources):

Federal Supply Schedule (FSS) issued by the Department of Veteran Affairs (DVA), Distribution and Pricing Agreement (DAPA) issued by DLA Troop Support –Medical Supply Chain, Uniform Formulary (UF) issued by the TRICARE Management Agency (TMA), National Contract issued by DLA Troop Support or the DVA, Blanket Purchase Agreement (BPA) issued by DLA Troop Support-Medical Supply Chain, DLA Troop Support Pharmaceutical National Contract, Incentive Agreements, or Regional DAPA.

A “Regional DAPA” item is a pharmaceutical product that has a National Drug Code (NDC) number but is not covered under an existing DLA Troop Support – Medical Supply Chain DAPA, FSS, UF, BPA or National Contract, which is supplied by the Prime Vendor in response to a TPharm customer requirement.

The following Government pricing vehicle holders-DAPA, National Contract, FSS, UF and BPA- have consented to allow the NPV selected by DLA Troop Support - Medical Supply Chain to distribute its products to the supported customers and agrees that the NPV will be charged no more than the prices set forth in the DAPA, National Contract, FSS, UF or BPA. The total price charged by the NPV to the TPharm customer shall not exceed that cited in the applicable DAPA, National Contract, FSS, UF, or BPA plus the negotiated distribution fee and DLA Troop Support – Medical Supply Chain’s cost recovery rate

(CRR).

Offerors are advised that the DLA Troop Support is not awarding the TRICARE Pharmacy (TPharm) contract. The TRICARE Management Activity (TMA) awarded the TPharm contract to Express Scripts, Inc. The NPV (GEN-IV) Contract will be providing pharmaceutical replenishment Materiel to the TPharm contractor.

8. ADVISORY AND ASSISTANCE SERVICES. DLA Troop Support will utilize a Non-Government employee of CACI, Inc.-Federal as an advisor to assist in the review of Technical Requirement #2 – War Readiness Materiel (WRM) in the Source Selection Process. Non-Government advisors may assist in and provide input regarding the evaluation, but they will not determine ratings or rankings of offerors’ proposals. The Non-Government employee above will be bound by a Non-Disclosure/Conflict of Interest statement to protect proprietary and source selection information. Any objections to the specified use of the firm stated above (CACI, Inc.-Federal) shall be submitted to the Contracting Officer within 20 calendar days of the issuance of the solicitation. Submission of a proposal without such objection will be considered as consent to the specified use of the firm stated above.

9. PRE-PROPOSAL CONFERENCE. A pre-proposal conference will be held virtually or at DLA Troop Support, in Philadelphia, on June 17th, 2021 from 9:00A.M. to 12:00P.M. EST. If you plan to attend the pre-proposal conference you must contact David Mourar at David.mourar@dla.mil or Catherine Gilbert at Catherine.gilbert@dla.mil to be placed on the attendee list.

http://www.dscp.dla.mil/contract/dgpa/dgpa19.asp#dgpa19705 http://www.esrs.gov/ mailto:David.mourar@dla.mil mailto:Catherine.gilbert@dla.mil

SPE2DX-20-R-0001 Page 6 of 138

Please note: The pre-proposal conference time and date are subject to change. If there are any changes to the pre-proposal conference, a notification will be posted via the SAM.GOV website (formally

BETA.SAM.GOV).

10. NATIONAL PRIME VENDOR OVERVIEW: The following “reference” link has been uploaded for potential offerors at: https://www.medical.dla.mil/Portal/PrimeVendor/PvPharm/PharmPVOverview.aspx

11. SALES DATA. The most recent NPV sales data is attached for reference purposes titled “Attachment #5 - NPV GEN III FY19 Sales by NDC”

NATIONAL PRIME VENDOR DISTRIBUTION FEES

All estimates are based on FY2019 NPV sales (which include a 5.76% annual increase based on forecasted sales)

Normal Day-To-Day NPV Sales for:

Brand/Generic and Specialty items

Scope- The NPV supports the Defense Health Agency’s (DHA) TRICARE Pharmacy Program (TPharm) by providing replenishment pharmaceutical and pharmaceutical-related products to the TPharm ordering facilities.

Estimates for 24 month periods:

Base period - $7.23B 1st option period - $8.08B 2nd option period - $9.04B 3rd option period - $10.11B

War Readiness Materiel (WRM) Back-up sales for:

Brand/Generic and Specialty items

Scope- The NPV will provide War Readiness Materiel (WRM) Back-Up support to the CONUS Pharmaceutical Prime Vendor (PPV) WRM ordering sites.

Estimates for 24 month periods:

Base period - $2.78M 1st option period - $3.11M 2nd option period - $3.48M 3rd option period - $3.89M

REQUIREMENTS & TIME PERIOD

PRIMARY SUPPLIER

LINE ITEM

NO.

PROPOSED

DISTRIBUTION FEE

(same for both Day-To-Day NPV & WRM) Initial 24 month Base period Brand & Generic

0001AA %

1st 24 month Option period Brand & Generic

0001AB %

2nd 24 month Option period Brand & Generic

0001AC %

3rd 24 month Option period Brand & Generic

0001AD %

Initial 24 month Base period Specialty Items

0002AA %

SPE2DX-20-R-0001 Page 7 of 138

REQUIREMENTS & TIME PERIOD

BACKUP SUPPLIER

LINE ITEM

NO.

PROPOSED

DISTRIBUTION FEE

Initial 24 month Base period Brand, Generic & Specialty

0003AA %

1st 24 month Option period Brand, Generic & Specialty

0003AB %

2nd 24 month Option period Brand, Generic & Specialty

0003AC %

3rd 24 month Option period Brand, Generic & Specialty

0003AD %

NOTE: In accordance with the provisions of FAR clause 52.217-9, the Government reserves the right to not exercise all of the option periods. The Distribution Fee represents the percentage that is applied to the price of the product upon ordering pharmaceutical items under the NPV Program that have an established Government contracted price. Different distribution fees can be submitted for each option period.

A vendor offering as the Primary Supplier must submit distribution fees for line items 0001AA through 0002AD. A vendor offering as the Back-Up supplier must submit distribution fees for 0003AA through 0003AD. A vendor may submit as the Primary and Back-Up supplier (see page 24 of the solicitation) but must submit distribution fees for line items 0001AA through 0003AD. A vendor cannot be awarded as both the Primary and the Back-Up supplier. The Reverse Auction process may be used to determine the final distribution fees for purposes of evaluation for award for the Primary Supplier (line items 0001AA-0002AD). Telephonic negotiations, and/or email negotiations may be used to determine the lowest price evaluated (distribution fees) for items 0003AA through 0003AD if necessary. The Government intends to evaluate offers and award to the Backup Supplier without discussions with offerors. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary.

For purposes of this National Prime Vendor (NPV) (GEN-IV) solicitation, the terms “National Prime Vendor” (NPV) and “NPV contractor” refer to each firm selected as a Primary Supplier (PS) or Back-up Supplier (BS).

1st 24 month Option period

0002AB %

2nd 24 month Option period Specialty Items

0002AC %

3rd 24 month Option period

0002AD %

SPE2DX-20-R-0001 Page 8 of 138

SOLICITATION RESPONSE SHEET FOR “NO OFFER”

FOR: Establishment of a Prime Vendor to supply replenishment pharmaceuticals for the National Prime Vendor NPV (GEN-IV) Contract. Please complete and submit this if not submitting an offer.

OFFER DUE DATE/LOCAL TIME: July 19th, 2021 03:00PM EST.

REASON FOR “NO OFFER” IS AS FOLLOWS:

CANNOT COMPLY WITH SPECIFICATION/STATEMENT OF WORK

CANNOT MEET DELIVERY REQUIREMENT

NO OPEN PRODUCTION CAPACITY AT PLANT

DO NOT REGULARLY MANUFACTURE OR SELL TYPE OF ITEMS INVOLVED

OTHER (SPECIFY)

WE DO WE DO NOT DESIRE TO BE RETAINED ON THE MAILING LIST

FOR FUTURE PROCUREMENT OF THE TYPE OF ITEM(S)

INVOLVED

NAME AND ADDRESS OF FIRM (INCLUDE ZIP CODE)

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURE: ___________________________________________________

SPE2DX-20-R-0001 Page 9 of 138

CONTRACT CLAUSES

Note: 52.212-4, Contract Terms and Conditions—Commercial Items (OCT 2018) is incorporated in this solicitation by reference. Its full text may be accessed electronically at https://www.ecfr.gov/cgi-bin/ECFR?SID=efef3c52b917f6248e7b50687672ed94&mc=true&page=browse. Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

Addendum to 52.212-4:

The following paragraph(s) of 52.212-4 are amended as indicated below:

Use of Non-Government Personnel

DLA Troop Support will utilize a Non-Government employee of CACI, Inc.-Federal Contractor as an advisor to assist in the review of the technical requirement for WRM in the Source Selection Process.

Non-Government advisors may assist in and provide input regarding the evaluation, but they will not determine ratings or rankings of offerors’ proposals. The Non-Government employee above will be bound by a Non-Disclosure/Conflict of Interest statement to protect proprietary and source selection information. Any objections to the specified use of the firm stated above (CACI, Inc.-Federal) shall be submitted to the Contracting Officer within 20 calendar days of the issuance of the solicitation.

Submission of a proposal without such objection will be considered as consent to the specified use of the firm stated above.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2021)

(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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 89(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

(5) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

https://www.ecfr.gov/cgi-bin/ECFR?SID=efef3c52b917f6248e7b50687672ed94&mc=true&page=browse https://www.ecfr.gov/cgi-bin/ECFR?SID=efef3c52b917f6248e7b50687672ed94&mc=true&page=browse

SPE2DX-20-R-0001 Page 10 of 138

(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:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C.

3509).

(3) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

____ (5) [Reserved].

____ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C.);

____ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016) (Pub. L. 111-117, section 743 of Div. C.);

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (JUNE 2020) (31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018) (41 U.S.C. 2313).

_____(10) [Reserved].

_____(11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Class Deviation 2020-

O0008) (OCT 2020) (15 U.S.C. 657a).

_____ (ii) Alternate I (MAR 2020) of 52.219-3.

X (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(Class Deviation 2020-O0008) (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

_____ (ii) Alternate I (MAR 2020) of 52.219-4.

_____ (13) [Reserved] _____ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Class Deviation 2020-O0008) (OCT

2020) (15 U.S.C. 644).

_____ (ii) Alternate I (Class Deviation 2020-O0008) (MAR 2020) _____ (iii) Alternate II (NOV 2011) _____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (Class Deviation 2020-O0008)

(OCT 2020) (15 U.S.C. 644).

_____ (ii) Alternate I (Class Deviation 2020-O0008) (MAR 2020) of 52.219-7 X (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637 (d)(2) and

(3)).

X (17)(i) 52.219-9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637 (d)(4)).

_____ (ii) Alternate I (NOV 2016) of 52.219-9 X (iii) Alternate II (NOV 2016) of 52.219-9

(iv) Alternate III (JAN 2017) of 52.219-9 _____ (v) Alternate IV (AUG 2018) of 52.219-9 _____ (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

_____ (ii) Alternate I (MAR 2020) of 52.219-13 _____ (19) 52.219-14, Limitations on Subcontracting (Class Deviation 2020-O0008) (MAR 2020)

(15 U.S.C. 637(a)(14)).

SPE2DX-20-R-0001 Page 11 of 138 X (20) 52.219-16, Liquidated Damages—Subcontracting Plan (JAN 1999) (15 U.S.C.

637(d)(4)(F)(i)).

_____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Class

Deviation 2020-O0008) (MAR 2020) (15 U.S.C. 657f).

X (22)(i) 52.219-28, Post Award Small Business Program Representation (NOV 2020) (15 U.S.C. 632(a)(2)).

_____ (ii) Alternate I (MAR 2020) of 52.219-28 _____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Class Deviation 2020-O0008) (MAR 2020) (15 U.S.C. 637(m)).

_____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Class Deviation 2020- O0008) (MAR 2020) (15 U.S.C. 637(m)).

_____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

______(26) 52.219-33, Non-manufacturer Rule (Class Deviation 2020-O0008) (MAR 2020) (15 U.S.C. 637(a)(17)).

X (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

X (28) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Class Deviation

2020-O0008) (JUL 2020) (E.O. 13126).

X (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

X (30)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

_____ (ii) Alternate I (FEB 1999) of 52.222-26.

X (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

_____ (ii) Alternate I (July 2014) of 52.222-35.

X (32)(i) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 2020) (29 U.S.C.

793).

_____ (ii) Alternate I (JULY 2014) of 52.222-36.

X (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

X (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496).

X (35)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22.U.S.C. chapter 78 and E.O. 13627).

______ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_____ (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 2.1803.)

_____ (37) (i) 52.223-9, Estimate of Percentage of Recovered Materiel Content for EPA- Designated

Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

_____ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to The acquisition of commercially available off-the-shelf items.)

_____ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

_____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

_____ (40)(i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514) https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm

SPE2DX-20-R-0001 Page 12 of 138 _____ (ii) Alternate I (Oct 2015) of 52.223-13.

_____ (41)(i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

_____ (ii) Alternate I (Jun 2014) of 52.223-14.

_____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C.

8259b).

_____ (43)(i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

_____ (ii) Alternate I (Jun 2014) of 52.223-16.

X (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving

(JUN 2020) (E.O. 13513).

_____ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

_____ (46) 52.223-21, Foams (Jun 2016) (E.O. 13696).

_____ (47) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

_____ (ii) Alternate I (JAN 2017) of 52.224-3.

_____ (48) 52.225-1, Buy American--Supplies (JAN 2021) (41 U.S.C. chapter 83).

_____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (JAN 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109- 53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

_____ (ii) Alternate I (JAN 2021) of 52.225-3.

_____ (iii) Alternate II (JAN 2021) of 52.225-3.

_____ (iv) Alternate III (JAN 2021) of 52.225-3.

_____ (50) 52.225-5, Trade Agreements (AUG 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

_____ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

_____ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

_____ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

_____ (55) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

_____ (56) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

X (57) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management

(OCT 2018) (31 U.S.C. 3332).

_____ (58) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

_____ (59) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

_____ (60) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

_____ (61) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) (15 U.S.C. 637(d) (12)).

SPE2DX-20-R-0001 Page 13 of 138 _____ (62) (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.

_____ (iii) Alternate II (FEB 2006) 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:

___ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C.206 and 41 U.S.C.

chapter 67).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-55, Minimum Wages under Executive Order 13658 (NOV 2020) (E.O. 13658).

___ (8) 52.222-62, Paid Sick Leave under Executive Order 13706 (JAN 2017) (E.O. 13706).

___ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C.

1792).

(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, Materiels, 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.

SPE2DX-20-R-0001 Page 14 of 138

(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 this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(vi) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(vii) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(viii) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(ix) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(x) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xi) 52.222-41, Service Contract Labor Standards (AUG 2018), (41 U.S.C. chapter 67).

(xii) ____ (A) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xvi) 52.222-55, Minimum Wages under Executive Order 13658 (NOV 2020).

(xvii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

(xviii) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(A) Alternate I (JAN 2017) of 52.224-3.

(xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xx) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxi) 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.

SPE2DX-20-R-0001 Page 15 of 138

(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.

Addendum

The following additional clauses are set forth in full text:

DFARS 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (JAN 2021) As prescribed in 204.2105 (c), use the following clause:

PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS

EQUIPMENT OR SERVICES (JAN 2021)

Definitions. As used in this clause—

“Covered defense telecommunications equipment or services” means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities;

(2) Telecommunications services provided by such entities or using such equipment; or

(3) Telecommunications equipment or services produced or provided by an entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

“Covered foreign country” means—

(1) The People’s Republic of China; or

(2) The Russian Federation.

“Covered missions” means—

(1) The nuclear deterrence mission of DoD, including with respect to nuclear command, control, and communications, integrated tactical warning and attack assessment, and continuity of Government; or

(2) The homeland defense mission of DoD, including with respect to ballistic missile defense.

“Critical technology” means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

https://www.acquisition.gov/dfars/204.2105-solicitation-provisions-and-contract-clause.#DFARS-204.2105

SPE2DX-20-R-0001 Page 16 of 138

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

“Substantial or essential component” means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. In accordance with section 1656 of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-91), the contractor shall not provide to the Government any equipment, system, or service to carry out covered missions that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless the covered defense telecommunication equipment or services are covered by a waiver described in Defense Federal Acquisition Regulation Supplement 204.2104 .

(c) Procedures. The Contractor shall review the list of excluded parties in the System for Award Management (SAM) at https://www.sam.gov for entities that are excluded when providing any equipment, system, or service, to carry out covered missions, that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless a waiver is granted.

(d) Reporting.

(1) In the event the Contractor identifies covered defense telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, the Contractor shall report at https://dibnet.dod.mil the information in paragraph (d)(2) of this clause.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

https://www.acquisition.gov/dfars/204.2104-waivers.#DFARS-204.2104 https://www.sam.gov/ https://dibnet.dod.mil/

SPE2DX-20-R-0001 Page 17 of 138

(i) Within 3 business days from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 30 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered defense telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

FAR 52.216-18 Ordering (AUG 2020)

As prescribed in 16.506(a), insert the following clause:

Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of award through 24 months thereafter and three possible additional 24 month option periods.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

https://www.acquisition.gov/far/16.506#FAR_16_506

SPE2DX-20-R-0001 Page 18 of 138

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $100,000;

(2) Any order for a combination of items in excess of $500,000; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 hours after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

SPE2DX-20-R-0001 Page 19 of 138

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after seven (7) business days following expiration of the contract.

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 within 3 days;

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.

FAR 52.229-12 TAX ON CERTAIN FOREIGN PROCUREMENTS (JUN 2020)

As prescribed in 29.402-3(b), insert the following clause:

Tax on Certain Foreign Procurements (JUN 2020)

(a) Definitions. As used in this clause—

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

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

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

(2) A domestic partnership;

(3) A domestic corporation;

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

(5) Any trust if—

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

and

SPE2DX-20-R-0001 Page 20 of 138

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

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

(c)(1) If the Contractor is a foreign person and has only a partial or no exemption to the withholding, the Contractor shall include the Department of the Treasury Internal Revenue Service Form…