SPE8EF-18-R-0001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

1000068428 59

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

SPE8EF-18-R-0001

a. NAME b. TELEPHONE NUMBER (No collect calls)

Robert Hutkowski 215-737-7447

09/04/2018

8. OFFER DUE DATE/

LOCAL TIME

10/04/2018

9. ISSUED BY CODE SPE8EF 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100% FOR:

DLA TROOP SUPPORT SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

CONSTRUCTION & EQUIPMENT (SUPPLY CHAIN)

700 ROBBINS AVENUE

PHILADELPHIA, PA 19111-5096

robert.hutkowski@dla.mil

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

SMALL BUSINESS PROGRAM

EDWOSB

8 (A)

NAICS:

322211

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING To Be Shown On Each Order

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO

SEE SCHEDULE

CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1 3990-01-467-1659 (STYLE A) 36,628 EA

2 3990-01-467-1668 (STYLE B)

NOTE: Quantities shown in Block 21 are estimates only.

11,689 EA

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

TO BE SHOWN ON EACH ORDER

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212 mailto:robert.hutkowski@dla.mil

SOLICITATION NO. SPE8EF18R0001 Page 2 of 59

CORRUGATED COLLAPSIBLE REUSABLE BULK PACKING SYSTEM

Continuation of Blocks from SF 1449

1. Block 8 Offer Due Date/Local Time: October 4, 2018 1:00 PM EST

2. Block 9 › Address and Submit “mailed” offers to:

Defense Logistics Agency Troop Support Post Office Box 56667 Philadelphia, PA 19111-6667 Solicitation Number: SPE8EF-18-R-0001 Closing Date and Time: October 4, 2018 1:00 PM EST

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

Defense Logistics Agency Troop Support Business Opportunities Office Bldg. 36, 2nd Floor, Room 2035 700 Robbins Avenue Philadelphia, PA 19111-5092 Solicitation Number: SPE8EF-18-R-0001 Closing Date and Time: October4, 2018 1:00 PM EST

Notes: 1. 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.

2. 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.

› Facsimile offers are NOT authorized for receipt of initial proposals. However, in the event of solicitation amendments, clarifications and/or negotiations, revisions to the initial proposal may be authorized via fax at the Contracting Officer’s discretion.

› Email offers are NOT authorized for receipt of initial proposals. However, in the event of solicitation amendments, clarifications and/or negotiations, revisions to the initial proposal may be authorized via email at the Contracting Officer’s discretion.

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.)

SOLICITATION NO. SPE8EF18R0001 Page 3 of 59

5. Blocks 19-22 The intent of this solicitation is to issue an Indefinite Delivery, Indefinite Quantity (IDIQ) type Long-Term Contract (LTC) for Corrugated Collapsible Reusable Bulk Packaging Systems. Items to be ordered under this contract are to be submitted in accordance with the section titled, “Commercial Item Description” (CID) of this solicitation. Annual estimates are based on shipments to DDSP – New Cumberland, Pennsylvania.

CLIN NSN Style Minimum Ordering Annual Estimated Unit Total

Quantity per Order Quantity (AEQ) Price

0001 3990-01-467-1659 A 1 Truckload * 36,628 Each ________ ________

0002 3990-01-467-1668 B 1 Truckload * 11,689 Each ________ ________

* A truckload quantity is based on an estimated quantity of 336 each. The estimated truckload is for estimating purposes.

CLIN NSN Style Truckload Quantity

0001 3990-01-467-1659 A ________

0002 3990-01-467-1668 B ________

Provide price per unit and total amount based on AEQ.

Unit Prices may be submitted on separate sheet along with any quantity price breaks.

All offerors are required to insert their applicable truckload quantities for each NSN.

-Truckload size shall be in accordance with standard commercial practice and applicable transportation regulations. This will be utilized for ordering purposes, in accordance with FAR 52.216-19.

-The FOB point will be Destination; Defense Depot Susquehanna Pennsylvania (DDSP), New Cumberland, PA.

Proposed pricing shall include freight costs.

-The proposed delivery schedule is 30 days after delivery order (ADO) for DLA Direct Delivery and 7 days ADO for Customer Direct Delivery.

-DLA Troop Support will award only one contract. The contract will have a Two-Year Base Period Contract Term, with three one-year option terms; totaling a contract life up to 5 years.

SOLICITATION NO. SPE8EF18R0001 Page 4 of 59

CAUTION NOTICE:

Although the specific details of the following information are included within, the following list of items is intended to summarize key aspects of this solicitation and resulting contract. Please take notice and comply.

1. This procurement is being solicited as a Total Smal Business Set Aside and will be negotiated Utilizing Best Value source selection procedures in accordance with FAR 15. Award will be based on factors other than cost or price alone. Evaluation factors for award are contained in FAR Clause 52.212-2 “Evaluation – Commercial Items”. The Government will give an adjectival rating to the technical proposals. The Government will then perform a technical and price trade-off evaluation to determine which offeror represents the “best value” to the Government. For this solicitation, Technical Merit and Past Performance are considered more important than price.

PRODUCT DEMONSTRATION MODELS (PDM): At least twenty-four (24) hours prior to the time and date specified on Page 1 for submission of proposals, and at no additional expense to the Government, offerors are required to submit two (2) each Product Demonstration Models (PDMs), of the Corrugated Collapsible Reusable Bulk Packing System, National Stock Number (NSN) 3990-01-467-1659, Style A, and two (2) each Product Demonstration Models (PDM) of the Corrugated Collapsible Reusable Bulk Packing System, National Stock Number (NSN) 3990-01-467-1668, Style B per the Commercial Item Description (CID) A-A59554A. The CID is set forth on Page 19 of this solicitation. The PDMs are required for the purpose of demonstrating that the offeror has the ability to interpret and translate the technical requirements of the CID into production of an end item conforming to CID requirements. The PDMs shall be submitted to the following designated Government Activity:

DELIVER TO: DLA Product Test Center ADDRESS: 700 Robbins St., Building 5D Philadelphia, PA 19111 ATTN: Elizabeth Michener, 215-737-3248

It is the offeror’s responsibility to ensure that offers and PDMs reach the Government office designated in the Solicitation on time. Offerors are reminded that there are multiple methods available for the submission of proposals. However, the methods for PDM submission are FedEx –or- UPS.

The carrier must call one week in advance prior to delivery. Contact Elizabeth Michener 215-737-3248 to ensure the PDM samples arrive.

• PDM Samples shall be clearly marked on the side and lid with the vendor’s cage code and Solicitation

SPE8EF-18-R-0001. PDM samples should not include either a company name or personal names.

• All vendors who will be submitting PDM samples for testing shall provide their company’s cage code to

Robert Hutkowski, robert.hutkowski@dla.mil within fourteen (14) business days after issuance of this Solicitation. Vendors shall notify Robert Hutkowski when the PDMs are delivered to the Product Test Center.

• It is the vendor’s responsibility to ensure a timely delivery of the PDMs and to secure the delivery documentation.

mailto:robert.hutkowski@dla.mil

SOLICITATION NO. SPE8EF18R0001 Page 5 of 59

CAUTION NOTICE (Continued):

2. The intent of this solicitation is to award an Indefinite Delivery Indefinite Quantity type contract with DLA Direct (Stock) and Customer Direct (DDSP) deliveries. The resulting contract will have a base ordering period of two (2) years with three (3) one-year options. The guaranteed Minimum dollar value per year is $90,035.28.

3. There is no expectation of receiving offers from large business concerns. Therefore a Small Business Subcontracting Plan is not required for submission.

4. The annual estimated Quantity(s) (AEQ) per year are as follows:

NSN AEQ

3990-01-467-1659 36,628 Each ** 3990-01-467-1668 11,689 Each **

** NOTE: These are estimates only.

5. Based on stock levels and capacity limitations at DDSP, the Contracting Officer may arrange for a longer delivery period than called out for in the solicitation. Partial/Incremental deliveries are authorized, unless specified otherwise on the Delivery Order.

6. PKGING DATA - MIL-STD-2073-1D, 15 DEC 1999

QUP:001 PRES MTHD:10 CLNG/DRY:1 PRESV MAT:00 WRAP MAT:00 CUSH/DUNN MAT:00 CUSH/DUNN THKNESS:0 UNIT CONT:ZZ OPI:M PACK CODE:U MARKING SHALL BE IN ACCORDANCE WITH MIL- STD-129. SPECIAL MARKING CODE:00 -00 No special marking. PALLETIZATION SHALL BE IN

ACCORDANCE WITH MD00100452 REV B DATED JULY 01, 2008

The Quantity Unit Pack is 001. The packaging requirements are per MIL-STD-147. The Corrugated Box and Pallet shall be collapsed, stacked, and not exceed the height limit of 54”. Stability is essential. The stacked boxes shall be wrapped and banded. The ends of the bands must be clipped to provide safe edges and shall not cause damage to the boxes. The stacks shall not lean or shrink. Corner boards may be used to provide added stability, but this is at the offeror’s discretion. Each stack shall then be banded to a MH1/9-02SW4048 Heat-Treated Pallet. Offerors should be aware of the United Nations/International Plant Protection Organization (UN/IPPO) phytosanitary guidelines for Solid Wood Packing Material (SWPM). All pallets need to be certified as invasive species free in accordance with an American Lumber Standards Committee (ALSC accredited agency). When loading the boxes for transit, cardboard shall be placed between stacks to prevent the wrapping from sticking together.

7. Individual delivery orders will be placed in multiples of an entire truckload. Each truckload shall consist of a single NSN. The item(s) referenced in the solicitation shall be priced on an FOB Destination basis in accordance with the delivery provisions set forth in the solicitation. Delivery will be to Defense Distribution Center New Cumberland, PA (DDSP). Required delivery is 30 days ADO for DLA Direct (Stock) and 7 days ADO for Customer Direct. All urgent/emergency orders shall be delivered to the activity’s receiving location within 2 business days following placement of the order. The contractor will be notified when an order is determined to be an emergency order. If an offeror is unable to meet delivery or any other requirement listed above, it should submit its’ best offer in terms of price and delivery. The Government reserves the right to not make an award if a satisfactory offer is not received.

8. The resultant award will be a Fixed Price with Economic Price Adjustment (EPA) Contract.

SOLICITATION NO. SPE8EF18R0001 Page 6 of 59

CAUTION NOTICE (Continued):

9. The first delivery orders for each NSN issued on the resultant award will include FAR 52.209-4 First Article Approval –Government Testing (SEPT 1989). The awardee will be expected to deliver 2 units of each NSN within 30 calendar days ADO to the Government at DDSP. The first article units must be in accordance with the commercial item description and clause FAR Clause 52.209-4, First Article Approval- Gov’t Testing (Sept 1989) on Page 15 of this Solicitation. A FAT waiver will not be granted.

10. The offeror shall ensure all applicable clauses and certifications are completed in full.

11. The offeror shall provide Place of Manufacturer/Performance with their offer. If a dealer, this documentation shall include the Name and Address of the Actual Manufacturer and Place of Performance. The Manufacturer shall certify in writing that the offeror is the Manufacturer’s representative, and the document shall be on official letterhead and signed by an authorized representative of the Manufacturer. The Manufacturer shall provide assurance in the certification to the offeror a guaranteed, uninterrupted source of supply sufficient to satisfy the Government’s requirements for the contract period. The offeror shall submit this certification along with their proposal. Failure to provide the guarantees mentioned above could result in your elimination from consideration for award. The eventual awardee shall require Contracting Officer approval if, at any time during contract performance, a change in place of performance is anticipated. Additional Product Demonstration Model (PDM) testing may be required prior to approval of change in place of manufacture/performance.

12. The Government reserves the right, with agreement from the contractor, to add to this contract any new or replacement items at offeror’s current price. If any item included in this contract becomes obsolete, discontinued, or cancelled by the contractor, the contractor will provide to the Government 30 days advance written notice of such.

New/replacement items will be added to the contract only after the items pass Product Demonstration Model (PDM) testing and prices are determined to be fair and reasonable by the contracting officer. All additions/deletions will be accomplished by modification to the contract.

13. Options will be evaluated, in accordance with FAR 52.217-5. The Government will evaluate offerors for award purposes by adding the total price for all options to the total price for the basic requirement.

Offerors shall not propose Unit Prices for the option years which differ from the prices proposed for the base contract period. As the prospective contract shall include Economic Price Adjustment (EPA) clauses for the Unit Price, which shall adjust pricing during the base period and any option years, offerors shall not include in their offered prices additional contingencies for increases in costs. The Government will use the Unit Price submitted for the base period as the option year prices. Evaluation of options will not obligate the Government to exercise the option(s).

14. Surge/Sustainment Plan: This acquisition includes clauses pertaining to a Surge/Sustainment Plan. The surge option requirement is found in the addendum to FAR 52.212-4. Instructions for submission of the Surge/Sustainment Plan are found in the addendum to FAR 52.212-1. Information about the evaluation of the Surge/Sustainment Plan is found in FAR 52.212-2.

Note: A Surge and Sustainment Plan/Capability Assessment Plan is not required for this Acquisition at this time.

Although Surge and Sustainment Plan clauses are contained in this solicitation, offerors are not required to submit a Surge and Sustainment Plan. In the event that items become subject to Surge after an award is made, the offeror and/or awardees may be required to submit a Surge and Sustainment Plan/Capability Assessment Plan.

15. Prior to award, the contracting officer will make a determination of responsibility regarding the proposed awardee in accordance with FAR Part 9.104.1.

16. Wide Area Work Flow (WAWF), formerly Invoicing, Receipt, Acceptance and Property Transfer (iRAPT): For purposes of receiving payment for material shipments (orders) the accepted electronic form for submission of payment requests and receiving reports is WAWF. The contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, Interactive Web Application or Mobile Device. WAWF is available on the Internet at

SOLICITATION NO. SPE8EF18R0001 Page 7 of 59 https://wawf.eb.mil/). In addition, WAWF guidance and assistance is available from our DLA TROOP SUPPORT team personnel via email inquiry: dscpwawfteam@dla.mil.

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.

End of Caution Notice mailto:dscpwawfteam@dla.mil

SOLICITATION NO. SPE8EF18R0001 Page 8 of 59

Contract Clauses

52.212-4, Contract Terms and Conditions—Commercial Items (JAN 2017)

(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 Government wide 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;

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

SOLICITATION NO. SPE8EF18R0001 Page 9 of 59

(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

(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;

https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

SOLICITATION NO. SPE8EF18R0001 Page 10 of 59

(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 as fixed by the Secretary until the amount is paid.

(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:

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SOLICITATION NO. SPE8EF18R0001 Page 11 of 59

(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 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.

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(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete.

Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 User 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 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/

SOLICITATION NO. SPE8EF18R0001 Page 13 of 59 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.

Addendum to 52.212-4:

The following paragraph of 52.212-4 is amended as indicated below:

Paragraph (t), System for Award Management.

The following paragraph is added to FAR 52.212-4 (t) System for Award Management:

(a) Definitions.

“System for Award Management (SAM) database” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes.

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

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or Government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

“Unique Entity Identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

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

(1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Contractor and Government Entity (CAGE) code, as well as date required by the Federal Funding Accountability and Transparency Act of 2006, into the SAM database;

(2) The Offeror has completed the Core Data, Assertions, and 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 Offeror will be required to provide consent for TIN validation to the Government as part of the SAM registration process.

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

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

• FAR: https://www.acquisition.gov/far/index.html;

• DFARS: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html http://www.sam.gov/ https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

SOLICITATION NO. SPE8EF18R0001 Page 14 of 59

• DLAD: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

The following additional provisions are incorporated by reference:

PROVISION NUMBER TITLE/DATE

252.204-7008 Compliance with Safeguarding Covered Defense Information Controls

(OCT 2016)

52.225-25 Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran - Representation and Certification (OCT 2015)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

• FAR: https://www.acquisition.gov/far/index.html;

• DFARS: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

• DLAD: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

The following additional clauses are incorporated by reference:

CLAUSE NUMBER TITLE/DATE

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

(OCT 2016) DFARS

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country That is a State Sponsor of Terrorism (OCT 2015) DFARS

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

52.232-17 Interest (MAY 2014) FAR

52.242-13 Bankruptcy (JUL 1995) FAR

52.242-15 Stop Work Order (AUG 1989) FAR

Addendum to FAR 52.212-4 continued; the following additional clauses are incorporated in full text:

52.209-4 FIRST ARTICLE APPROVAL-GOVERNMENT TESTING (SEPT 1989)

(a) The Contractor shall deliver 2 unit(s) of Lot/Item 3990-01-467-1659/3990-01-467-1668 within 30 calendar days from the date of this contract to the Government at DDSP in New Cumberland, Pennsylvania for first article tests. The shipping documentation shall contain this contract number and the Lot/Item identification. The characteristics that the first article must meet and the testing requirements are specified elsewhere in this contract.

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SOLICITATION NO. SPE8EF18R0001 Page 15 of 59

(b) Within 30 calendar days after the Government receives the first article, the Contracting Officer shall notify the Contractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Contractor from complying with all requirements of the specifications and all other terms and conditions of this contract. A notice of conditional approval shall state any further action required of the Contractor. A notice of disapproval shall cite reasons for the disapproval.

(c) If the first article is disapproved, the Contractor, upon Government request, shall submit an additional first article for testing. After each request, the Contractor shall make any necessary changes, modifications, or repairs to the first article or select another first article for testing. All costs related to these tests are to be borne by the Contractor, including any and all costs for additional tests following a disapproval. The Contractor shall furnish any additional first article to the Government under the terms and conditions and within the time specified by the Government. The Government shall act on this first article within the time limit specified in paragraph (b) of this clause. The Government reserves the right to require an equitable adjustment of the contract price for any extension of the delivery schedule or for any additional costs to the Government related to these tests.

(d) If the Contractor fails to deliver any first article on time, or the Contracting Officer disapproves any first article, the

Contractor shall be deemed to have failed to make delivery within the meaning of the Default clause of this contract.

(e) Unless otherwise provided in the contract, the Contractor-

(1) May deliver the approved first article as a part of the contract quantity, provided it meets all contract requirements for acceptance and was not consumed or destroyed in testing; and

(2) Shall remove and dispose of any first article from the Government test facility at the Contractor’s expense.

(f) If the Government does not act within the time specified in paragraph (b) or (c) of this clause, the Contracting

Officer shall, upon timely written request from the Contractor, equitably adjust under the Changes clause of this contract the delivery or performance dates and/or the contract price, and any other contractual term affected by the delay.

(g) The Contractor is responsible for providing operating and maintenance instructions, spare parts support, and repair of the first article during any first article test.

(h) Before first article approval, the acquisition of materials or components for, or the commencement of production of, the balance of the contract quantity is at the sole risk of the Contractor. Before first article approval, the costs thereof shall not be allocable to this contract for (1) progress payments, or (2) termination settlements if the contract is terminated for the convenience of the Government.

(i) The Government may waive the requirement for first article approval test where supplies identical or similar to those called for in the schedule have been previously furnished by the Offeror/Contractor and have been accepted by the Government. The Offeror/Contractor may request a waiver.

52.211-16 VARIATION IN QUANTITY (APR 1984)

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) of this clause.

SOLICITATION NO. SPE8EF18R0001 Page 16 of 59

(b) The permissible variation shall be limited to:

__ 05___ percent increase* ___05___…