SPE2D1-15-R-0004-0009_Cont._Pages.pdf

ATTACHMENT TO SPE2D1-15-R-0004-0009

DIN-PACS IV – SOLICITATION Page | 1

Table of Contents Page

Caution Notices Required Items that MUST be submitted with the Solicitation Exceptions to the Solicitation Contractor Code of Business Ethics

Continuation of Blocks from the Standard Form 1449 5

Contract Clauses

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

Addendum to 52.212-4 13

52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders – Commercial Items

Addendum to 52.212-5 20

STATEMENT OF WORK 31

Contract Documents, Exhibits or Attachments Attachment A – Vendor Price Book V5 (Microsoft Excel File) N/A Attachment B – Modification Check List (Microsoft Word File) N/A Attachment C – Modification Price Book (Microsoft Excel File N/A Section 3 – Statement of Work and Functional Requirements V5 N/A

Solicitation Provisions 52.212-1 Instructions to Offerors – Commercial Items, (by reference, see SF 1449, Block 27a)

Addendum to 52.212-1 82

52.212-2 Evaluation – Commercial Items 85 52.212-3 Offeror Representations and Certifications – Commercial Items, Alternate I

Addendum to 52.212-3 (TAA certificate) 101 Addendum to 52.212-3 (Remaining Provisions) 102 VA NAC Order Instructions 107

DIN-PACS IV – SOLICITATION Page | 2

CAUTION NOTICE

This Caution Notice is part of the solicitation and any resultant contract.

Failure to provide ALL of the below information may result in the rejection of the y o u r proposal and you will be required to resubmit a completed package

Below is a checklist of the information you must submit with your offer under this Request for Proposals. If you have or are planning to submit an offer to this solicitation, please review the checklist below to ensure your proposal will be complete.

You must answer all questions listed below and provide all the information requested in paragraph 1 through 9 as part of your proposal.

1. Did you provide a signed and completed (all clause fill-ins and attachments addressed) copy of Solicitation

SPE2D1-15-R-0004?

☐ YES ☐ NO

2. Is a completed copy of the Vendor Price Book V5 – Attachment A included?

3. Is there a copy of your current Commercial Catalog included with your proposal?

☐ YES ☐ NO ☐ N/A

4. Is there a copy of your current Federal Supply Schedule included with your proposal?

☐ YES ☐ NO ☐ N/A

5. Did you complete other than certified cost or pricing data for the items being offered to support prices (filled in tables 1-3 on the Discounting Info tab of the Vendor Price Book [Attachment A] and provided a sample of invoices/quotes)?

6. Did you complete all fill-ins on each tab of the Vendor Price Book V5 (Attachment A)?

7. Did you provide a response for each outlined paragraph of the Statement of the Statement of Work and Functional Requirements in the excel spreadsheet attachment named: “Section 3—Statement of Work and Functional Requirements V5” as described on page 32 of this solicitation?

8. If your company’s total sales estimate exceeds the threshold as seen in FAR Part 19.7 and you are a large business, did you include your Small Business Subcontracting Plan?

9. Did you provide your exceptions to this solicitation under page 4?

DIN-PACS IV – SOLICITATION Page | 3

This Caution Notice is part of the solicitation and any resultant contract.

EXCEPTIONS TO TERMS & CONDITIONS OF THE SOLICITATION MUST BE LISTED HERE OR

ELSE THEY WILL BE CONSIDERED INVALID. VENDORS MUST NOT EMBED THEIR

EXCEPTIONS WITHIN THE BODY OF THE SOLICIATION OR YOUR PROPOSAL.

DIN-PACS IV – SOLICITATION Page | 4

This Caution Notice is part of the solicitation and any resultant contract.

CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012)

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 within thirty days of award. 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; 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). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

DEPARTMENT OF DEFENSE PUBLIC KEY INFRASTRUCTURE

A Department of Defense (DoD) Public Key Infrastructure (PKI) Certificate will be required for all suppliers (contract holders and DAPA holders) accessing DMMonline. DMMonline is the single portal for Medical program support applications.

1. Effective 1 January 2015, a DoD PKI Certificate will be required for all suppliers accessing DMMonline.

2. Logging on to DMMonline via a logon and password will no longer be permitted. The requirement for PKI certification is implemented in accordance with DoDI 8520.03 Security Policy, promoting secure electronic transactions.

Obtaining a PKI certificate: Suppliers who need access to DMM online may purchase a DoD PKI certificate from one of three External Certificate Authorities (ECA)s. The ECAs are contractors who provide digital certificates to DoD Industry partners who are using their own equipment or working in non-governmental facilities. A list of ECAs is available at http://iase.disa.mil/pki/eca/Pages/index.aspx. Each DMMonline user will need an Identity Certificate (An Encryption Certificate is not required) with the assurance level of Medium to meet FIPS 140 Level 1 compliance. Please note that each user must have their own ECA certificate to log into DMMonline. Accounts cannot be shared. Each user must fully comply with DoDI 8520.03 to implement PKI in order for our information systems to remain secure and viable.

Electronic Communications: The Contracting Officer may require the Contractor to establish a shared DLA Troop Support electronic mailbox for receipt of communications from the DLA DIN-PACS Program that is distinct and separate from an individual’s email address. The electronic mailbox name must include “DIN- PACS@” (e.g. DIN-PACS@xyzcorp.com). The only characters prior to the “@” shall be “DIN-PACS”.

The shared Contractor’s DLA email address will reduce the need to update Government systems due to Contractor’s personnel replacement changes throughout the term of the contract.

DIN-PACS IV – SOLICITATION Page | 5

CONTINUATION OF BLOCKS FROM THE STANDARD FORM 1449

NOTE: Vendor, Contractor, and Offeror are used in this document and they are interchangeable.

1. Block 7A & 7B: For solicitation information call Donna Kennedy; 215-737-2116

2. Block 8: Offer Due Date/Local Time: 3:00PM LOCAL TIME, March 31, 2023

3. Block 9:

Address and Submit “mailed” offers to:

Defense Logistics Agency (DLA)

Troop Support Post Office Box 56667

Philadelphia, PA 19111-6667 Solicitation Number: SPE2D1-15-R-0004

Opening/Closing Date and Time: Date of Amendment through 3:00PM LOCAL TIME, March 31, 2023

Address and Deliver “hand carried” offers, including delivery by commercial carrier, to:

DLA Troop Support

Business Opportunities Office Bldg. 36, 2nd Floor, Room 2035

700 Robbins Avenue Philadelphia, PA 19111-5092

Solicitation Number: SPE2D1-15-R-0004 Opening/Closing Date and Time: Date of Amendment through 3:00PM LOCAL TIME, March 31, 2023

Notes: All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 5:00 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “hand carries” the package to the Business Opportunities Office specified above for hand carried offers prior to the scheduled opening/closing time.

Package must be plainly marked ON THE OUTSIDE OF THE COMMERCIAL CARRIER’S ENVELOPE with the solicitation number, date, and time set forth for receipt of offers as indicated in Block 8 of the Standard Form 1449.

Examples of “hand carried” offers include: In-person delivery by contractor, Fed Ex, Airborne, UPS, DHL, Emery, other commercial carrier, USPS Express Mail, and USPS Certified Mail.

Transmit “facsimile” offers (if authorized; see “Addendum” to 52.212-1(b)) or offer modifications/withdrawals to: (215) 737-9300, 9301, 9302, 9303, 8558 or 9216. Offers submitted to any other facsimile number shall not be considered for award.

4. 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:__________________

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

SF 1449.)

DIN-PACS IV – SOLICITATION Page | 6

6. Blocks 19-24: Item No., Schedule of Supplies/Services, Quantity, Unit:

Digital Imaging Network-Picture Archiving and Communications Systems (DIN-PACS). The DLA Troop Support is requesting offers for DIN-PACS that meet the minimum essential characteristics defined herein.

Unless otherwise noted, the Government is soliciting for strictly commercial material in accordance with the Federal Acquisition Streamlining Act (FASA) FAR Part 12 “Commercial Items.” Unless otherwise authorized, all items supplied shall be new, original manufacturer items. They shall not consist of any reconditioned, rebuilt, remanufactured, etc. items. DIN-PACS includes:

DIN-PACS Systems and Components System Options and Accessories Upgrades Contract Data Requirements List (CDRL) Training Maintenance Service

a. PREAWARD (Initial Offer): For each item offered in your proposal, you must complete the supplied spreadsheet labeled (Vendor Price Book) with the following information:

Vendor Catalog Number Description List Price ($) Discount (%) Net Price ($) Country of Origin

DO NOT EDIT THE FORMAT OF THE INITIAL OFFER TAB OR MAINTENANCE OFFERING

TAB.

The Vendor Price Book will be Attachment A to this solicitation.

1. Prices offered for each item shall include the price of all necessary components and accessories, such as adapting parts, when the subject item is installed with other offered items, or existing on hand compatible items. These components and accessories shall form a fully functional and operational system.

The purpose of this Contract is to provide complete functional systems, to be procured at a given time, and certain selected items to be procured as "add-on" or "upgrade" equipment into an existing system.

2. Offers are solicited on an FOB CONUS Destination basis only. Puerto Rico, Alaska, and Hawaii will be considered OCONUS unless otherwise specified. Delivery charges for OCONUS locations will be negotiated on a delivery order basis.

3. The offered schedules of supplies, list prices, offered discounts from list prices, and the resulting net prices are for the first year of this contract only. The offered discounts from list prices may not be reduced (but may be increased by the contractor) during the life of the contract. Prices may be decreased at any time in accordance with the Economic Price Adjustment (EPA) Clause and/or the “Specials or Discounts” Provision. First year prices may be adjusted (increased) only as authorized by the EPA clause and or the “Specials or Discounts” Provision of the solicitation. Price increases are limited to the annual percentage ceiling specified in the EPA clause.

4. Pricing Support for Price Reasonableness Determinations: For initial contract award, option exercise and for any contract additions the vendor must provide other than certified cost or pricing data to support the price reasonableness of the offered items. The contractor will be required to submit invoices and other documentation to substantiate commercial catalog pricing, discounts, and to substantiate that prices under this contract are equal to or lower than product prices that are given to the commercial customers within similar purchasing environments. 5. Price Reasonableness Determinations for items not pre-priced under contract: Under certain circumstances vendors

DIN-PACS IV – SOLICITATION Page | 7 are unable to set a fixed price for items such as incidental/professional services or third party items at time of basic contract award. For such items vendor must provide their methodology for establishing their price for such items.

This method must be the same as offered commercially. This method will be used to add these items to the contract.

For delivery orders that that contain the items that could not be pre-priced at time of award, the price must be determined to be fair and reasonable by the Contracting Officer prior to any order being issued. Upon request, the vendor shall be required to provide price support to the Government to assist in determining the proposed pricing as being fair and reasonable. The price support should validate the methodology that was established at the time the item was added to contract. This may include, but not be limited to other than certified cost or pricing data, commercial invoices for same or similar incidental service, subcontractor quotes for exact work, 3rd party manufacturer quotes, etc.

6. VLOOKUP Function: A VLOOKUP function is required for all DIN-PACS price books.

This function has been built into the template price book provided. If the template VLOOKUP function does not work, vendors must provide their own. The VLOOKUP function must provide the Item Description and Net Price ($) when the Vendor Catalog Number is entered.

7. Zero dollar items: These items do not have to be on the contract to be included in a delivery order. Zero dollar items must be included on the vendor’s quote and noted as non-contract items.

8. Professional Services (i.e. incidental services): If your proposal contains professional services (i.e. incidental services) you must provide a detailed description of what is covered for each item you offer.

9. Quotes: It is strongly suggested that vendors submit their quotes in a Microsoft Excel or similar format.

b. POSTAWARD (Deliver Orders and Modifications):

1. Item Additions/Deletions: In addition to the items that are included in the initial award, the Government may add items to the contract that meet the scope outlined in the Statement of Work and which are determined to have a fair and reasonable price. At any time during the performance of this contract, the Contractor may request addition of new items.

2. Price book updates will be performed as needed at the discretion of the Contracting Officer.

The price book format will be similar to the initial offer format that is referred to in this solicitation. Data must be supplied in categories, as follows (minimum):

i. Existing Items – Deletions

ii. Existing items – Price Reductions

iii. Existing Items – Price Increases

iv. New Items within existing product lines

v. Part Number changes, no price change

vi. Part number changes, price increase

vii. Part number changes, price decrease

viii. New Product Line Introductions

ix. Other

Modification Guidelines: Vendors must submit a copy of the Modification Checklist, a spreadsheet detailing the changes, and the other documentation requirements identified in the Modification Checklist or any other information that the Contracting Officer deems necessary. Failure to provide all of the information required per the Modification Checklist will result in your modification request being rejected.

The Modification Checklist (V2) is Attachment B to this solicitation. The Modification spreadsheet detailing the changes is Attachment C to this solicitation.

DIN-PACS IV – SOLICITATION Page | 8

All price book modification requests should be submitted to PACSModRequest@dla.mil.

Addition/Deletion of Items Continued

(a) The Government reserves the right to unilaterally delete items that were available from only one manufacturer at the time of award if an alternate source of supply becomes available or the Government's requirements are modified to provide for full and open competition. The Government will provide a 30 day advance notice to the contractor prior to deleting any item from the contract.

(b) New items may be added to the contract through bilateral modification with negotiated prices. All new requirements are subject to synopsis prior to addition to the contract.

(c) Discontinued Items:

(1) The contractor agrees to provide the Government with immediate, written notification when an item is to be discontinued by the manufacturer, including a recommendation for any potential substitute or replacement items. If the Government elects to include a substitute or replacement item in the contract, the contract will be modified accordingly.

(2) If an item is discontinued without replacement, the notice should include a recommendation concerning the availability of items that are comparable in form, fit, and function. The contractor shall not incur any costs related to alternate sources of supply without the express written approval of the Contracting Officer.

The Government has the option to make a last time order, or series of orders, within 30 days after receiving written notification of the discontinued item after which the item will be deleted from the contract. The contractor shall honor any last time order unless it is returned to the ordering office within 10 days after issuance, with written notice stating the full quantity is not available for shipment. The terms of such order(s) will be negotiated by the parties, including changes to the delivery schedule and maximum quantity available for shipment.

DIN-PACS IV – SOLICITATION Page | 9

CONTRACT CLAUSES

52.212-4 – CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

DIN-PACS IV – SOLICITATION Page | 10

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

DIN-PACS IV – SOLICITATION Page | 11

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for

DIN-PACS IV – SOLICITATION Page | 12 supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

DIN-PACS IV – SOLICITATION Page | 13

ADDENDUM TO 52.212-4

The following paragraphs of 52.212-4 are amended as indicated below:

1. Paragraph (g), Invoice. In order to receive payment, the vendor must submit an electronic invoice as identified in below under “Payment Office and Invoicing Instructions for DLA Orders Only.”

2. Paragraph (i), Payment.

a. Delivery Orders Requiring Installation:

(1) Delivery orders for equipment/systems requiring installation shall allow a commercial interim payment of 80% of the total price of the equipment/system, in accordance with FAR Part 32. The interim payment will be authorized after a contractor delivers the equipment and the receipt of the equipment is confirmed by the Contracting Officer (see specific VA and DLA Troop Support receiving, acceptance, and payment requirements/procedures discussed below). After acceptance of the contractor’s receiving report in Wide Area Workflow (WAWF) e-Business Suite and proper submittal of the contractor's invoice, the 80% interim payment will be processed. NOTE: WAWF will be used to represent Wide Area Workflow e-Business Suite throughout the document.

(2) The remaining 20% of the total price of the equipment/system will be paid after final inspection and acceptance. After acceptance of the contractor’s receiving report in WAWF and the contractor’s properly submitted invoice, the 20% final payment will be processed.

(3) Any commercial interim payments are contract financing payments for prompt payment purposes and are not subject to the interest penalty provisions of the Prompt Payment Act in accordance with FAR Subpart 32.9.

b. Delivery Orders Without Installation: Delivery orders issued for equipment/systems not requiring installation shall not be eligible for the Commercial Interim Payments. These orders shall be issued with 100% of the total price of the equipment/system and payment will be authorized after a contractor delivers the equipment and receipt of the equipment is confirmed by the Contracting Officer. The 100% payment will be processed after acceptance of the contractor’s receiving report in WAWF and proper submittal of the contractor’s invoice.

c. Delivery Orders for Maintenance Services: Delivery orders issued for maintenance services will be split into quarterly payments, in arrears.

d. Payment Office and Invoicing Instructions for VA Orders Only:

Contractors shall submit invoices for payment, to include lease payments, electronically to AMMHINNACINVOICES@VA.GOV. In addition, the contractor shall send a copy of each such invoice to the Contracting Officer (003A4C2), VA National Acquisition Center, National Contracts Service, Post Office Box 76, Hines, IL 60141.

e. Payment Office and Invoicing Instructions for DLA Orders Only: Vendors shall use WAWF for inspection, acceptance and invoicing. If you are not subscribed to WAWF, visit https://wawf.eb.mil/ and utilize the help links at the bottom of the page. WAWF access or input issues should be directed to the Electronic Business Service Desk (1-866-618-5988) or dscpwawfteam@dla.mil.

(1) When noted in a delivery order, the vendor is required to follow the Notice of Readiness to Inspect

(NRTI) procedures as noted in Appendix 4 of this solicitation. The Government shall have 45 calendar days to complete Acceptance Testing (AT) from the date of the email notification. The receiving report shall be submitted upon successful completion of AT.

https://wawf.eb.mil/ mailto:dscpwawfteam@dla.mil

DIN-PACS IV – SOLICITATION Page | 14

(2) The contractor shall submit a “Material Inspection and Receiving Report” in the form of an “Other/Other Receiving Report (RR) only” in WAWF. NOTE: We do not accept COMBO receiving reports/invoices.

Critical WAWF Codes for entering the Receiving Report:

Inspection/Acceptance Point: Other/Other Pay Official: SL4701 Issue By: SPE2D1 Admin By: SPE2D1 Inspect By: SPE2D1 (Use SPM2D1 if this code does not work) Accept By: SPE2D1 (Use SPM2D1 if this code does not work) Ship to: Provided in each delivery order (Use SPE2D1 or SPM2D1 if this code does not work)

• Errors in critical WAWF codes will result in delayed inspection of the receiving report and may require correction or resubmission prior to processing.

• Vendor is required to provide proof of completion for each CLIN (packing slips, signed acceptance reports, training reports, etc.). This documentation must be attached to the RR in WAWF. At a minimum, the vendor shall provide the DD1155, signed by the authorized DoD customer in Block 27, showing that the order lines have been completed (note that the DoD customer is the Authorized Customer POC, who is not necessarily the end-user). Failure to provide the DD1155 may result in rejection of the receiving report and in delays affecting the vendor’s ability to invoice the Government.

(3) The DLA Troop Support engineer shall confirm delivery/inspection and “Inspect” (digitally sign) the receiving report within 30 calendar days, if no deficiencies are identified.

(4) The DLA Troop Support Contracting Officer shall “Accept” (digitally sign) the receiving report within the same allotted 30 calendar days. The Contracting Officer is the only Government representative who can authorize acceptance in WAWF.

(5) After the Contracting Officer has accepted the receiving report, the vendor shall create and submit an

“Invoice Only” from the receiving report in WAWF. This results in a system generated email stating that the invoice has been processed. Upon receipt of the contractor’s invoice, payment will be made in accordance with contract terms (net 30 days). DO NOT SUBMIT AN INVOICE PRIOR TO THE

CONTRACTING OFFICER ACCEPTING THE RECEIVING REPORT.

• If the receiving report has been inspected/accepted and the invoice has been entered correctly, any

Vendor payment issues should be directed to the DFAS Vendor Pay Customer Care Center (1-800-756- 4571) prior to reaching out to DLA.

3. Paragraph (m), Termination for Cause. Delete paragraph (m) in its entirety and substitute the following: (m) Termination for Cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the

Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If this contract is terminated in whole or in part for cause, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and the Government expressly agree that, in addition to any excess costs of repurchase, or any other damages resulting from such default, the Contractor shall pay, and the Government shall accept, the sum of $1,350.00 as payment in full for the administrative costs of such repurchase. This assessment of damages for administrative costs shall apply for any termination for cause following which the Government repurchases the terminated supplies or services together with any incidental or consequential damages incurred because of the termination. If it is

DIN-PACS IV – SOLICITATION Page | 15 determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

4. Paragraph (t), System for Award Management.

Add the following paragraph:

(a) Definitions.

“System for Award Management (SAM) database” means the primary Government repository for contractor information required for the conduct of business with the Government.

“Commercial and Government Entity (CAGE) Code” means—

(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code”.

“Data Universal Number System (DUNS) Number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) Number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

“Registered in the System for Award Management database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, and Contractor and Government Entity (CAGE) code into the SAM database;

(2) The contractor has completed the Core Data, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service. The Contractor will be required to provide consent for TIN validation to the Government as part of the SAM registration process; and

(4) The Government has marked the record “Active”.

52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (MAY 2019)

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

(4) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(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 (SEP 2006), 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 (OCT 2015)

(41 U.S.C. 3509).

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

DIN-PACS IV – SOLICITATION Page | 16

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 (OCT 2018) (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 (OCT 2015) (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 (NOV 2011) (15 U.S.C.

657a).

_____ (ii) Alternate I (NOV 2011) of 52.219-3.

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

(OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

_____ (ii) Alternate I (JAN2011) of 52.219-4.

___ (13) [Reserved] ___ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

___ (ii) Alternate I (NOV 2011) ___ (iii) Alternate II (NOV 2011) ___ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003)

(15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7 ___ (iii) Alternate II (MAR 2004) 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 (AUG 2018) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (NOV 2016) of 52.219-9 ___ (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) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

_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 (NOV 2011) (15 U.S.C. 657f).

_X_ (22) 52.219-28, Post Award Small Business Program Representation (JUL 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (DEC 2015) (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 (DEC 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O. 13126).

DIN-PACS IV – SOLICITATION Page | 17

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

_X_ (28)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

_X_ (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

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

X (30)(i) 52.222-36, Affirmative Action for Workers with Disabilities (JUL 2014) (29 U.S.C.

793).

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

_X_ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (33)(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).

___ (34) 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 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material 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.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12,…