FSG_80_TLSP_Solicitation.pdf

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Table of Contents Page Continuation of Blocks from the Standard Form 1449 3 Block 8, Offer Due Date/Local Time 3 Block 9, Issued By 3 Block 17a, Contractor/Offeror 4 Block 17b, Remittance Address 4 Block 19-22, Item No., Schedule of Supplies, Quantity, Unit 4 Solicitation Response Sheet for “No Offer” 5

Caution Notice 6

Contract Clauses

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS- COMMERCIAL ITEMS (JAN 2017) 11

ADDENDUM TO FAR 52.212-4 16

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUES OR EXECUTIVE ORDERS- COMMERCIAL ITEMS (OCT 2017)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 26

Statement of Work 40

Solicitation Provisions

52.212-1 INSTRUCTIONS TO OFFERORS- COMMERCIAL ITEMS (JAN 2017) 54

ADDENDUM TO 52-212-1 57

SPECIAL INSTRUCTIONS/CONDITIONS/NOTICES TO OFFERORS FOR

SUBMITTAL OF SOURCE SELECTION PROPOSAL INFORMATION

52.212-2 EVALUATION- COMMERCIAL ITEMS (OCT 2014) 66

ADDENDUM TO 52.212-2 67

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL

ITEMS (OCT 2017) ALTERNATE I (OCT 2014)

ADDENDUM TO 52.212-3 83

Attachment 1- Price Evaluation List- SPE8EG18R0009

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Continuation of Blocks from SF 1449

1. Block 8 Offer Due Date/Local Time: November 14, 2018 at 3:30 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: SPE8EG18R0009 Offer Due Date/Local Time: November 14, 2018 at 3:30 PM EST › 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: SPE8EG18R0009 Offer Due Date/Local Time: November 14, 2018 at 3:30 PM EST

Notes: 1. All hand carried offers are to be delivered to the Business Opportunities Office. The Business Opportunites Office is open 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 time set for receipt of offers. 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.

CAUTION: Offerors intending to deliver hand carried offers either in-person or through a hand-carried delivery service are advised that the Business Opportunities Office (Bid Room) is located within a secure military installation. The days and times that contractors and delivery services are permitted to access the installation vary depending upon a number of circumstances. It is the offeror’s responsibility to ensure that offers are received at the correct location at the correct time. Please allow sufficient time to complete delivery of hand carried offers. Since the length of time necessary to gain access to the facility varies based on a number of circumstances, it is recommended that you arrive at the installation at least two business days and two hours prior to the time set for receipt of offers to allow for security processing and to secure an escort. The escort will be an employee from the Bid Room. The following are telephone numbers for the Bid Room: (215)737-8511, (215)737-9044, or (215)737-8556. THIS IS A SUGGESTION AND NOT A GUARANTEE THAT YOU WILL GAIN ACCESS TO THE BASE. YOU MAY HAVE TO

MAKE SEVERAL ATTEMPTS TO GAIN ENTRY OR CONTACT THE BID ROOM FOR ASSISTANCE.

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NOTE: Facsimile and E-mail Offers are not acceptable forms of transmission for submission of initial proposals or revisions to initial proposals submitted in response to this solicitation. As directed by the Contracting Officer, facsimile and e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revision(s), including Final Proposal revision(s).

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

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

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

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

5. Blocks 19-22

1. Schedule of Supplies: The awardee will be responsible for supplying various Federal Supply Group

(FSG) 80 items to DLA customers worldwide. The items to be supplied include, but are not limited to Federal Supply Classes (FSCs) 8010 (paint, lacquer, enamel, polyurethane, varnish, epoxy, aerosol), 8030 (sealing compound, primer, sealant, insulator) and 8040 (adhesive, tape, resin, glue pen); not to include FSC 8020.

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SOLICITATION RESPONSE SHEET FOR “NO OFFER”

Solicitation No.: SPE8EG18R0009

Offer Due Date/Time: November 14, 2018 at 3:30 PM EST

No Offer Submitted for Reason(s) Checked:

[ ] Cannot comply with specification

[ ] Cannot meet delivery requirement

[ ] No open production capacity at plant

[ ] Do not regularly manufacture or sell the type of items involved

[ ] Other (specify):

[ ] We do [ ] We do not desire to be retained on the mailing list for future procurements for the type of item(s) involved.

Name/Address of firm (include ZIP Code):

Type or print Name/Title of signer: _____________________________________

Signature: __________________________________________________________

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Caution Notice

1. Proposals are being solicited to establish a Tailored Logistics Support Program (TLSP). This contract will require the transfer of FSCs 8010, 8030 and 8040 to one private sector business.

This Integrator will take over DLA Troop Support’s role of providing wholesale supply, storage, and distribution of FSG 80 items ordered by the Military Services. Historically these items have provided support to over 4500 unique Department of Defense Activity Address codes (DoDAAC).

2. DLA Troop Support is a Major Subordinate Command of the Defense Logistics Agency and is a combat support activity whose objective is to continue and expand its use of unique and innovative approaches for providing focused logistics support for its military customers, as well as other authorized customers, for FSG 80 requirements. Proposals are being solicited for tailored logistics packages that, to the maximum extent practicable, will employ the techniques, advantages and economies of commercial business practices to reduce the total logistics cost to DLA Troop Support and its customers, and to provide distribution and delivery capabilities, shelf life management, temperature controlled storage and transportation, and appropriate labeling, packaging, and shipping of hazardous materials. Therefore, to the maximum extent practicable, the contract resulting from this solicitation shall integrate the business practices of the commercial industry and military supply distribution systems.

3. The Government intends to make a single award. Contractors must be able to supply all FSG 80 items within the scope of the Statement of Work to all authorized customers.

4. The resultant contract will be an Indefinite Delivery/Indefinite Quantity Contract with a base ordering period of three (3) years (one year for transition) and two (2) two-year option periods.

The first base period year will be for transitioning up to twelve (12) months after date of award.

The contract awarded will contain a provision for the exercise of unilateral options on the part of the Government, to extend the term of the contract for up to two, two-year option periods.

The exercise of options by the Contracting Officer is addressed in the clause at FAR 52.217-9 entitled “Option to extend the term of the contract,” below. Acceptance of this clause is mandatory. Therefore, submission of a proposal/offer shall be considered the offeror’s acceptance of the option provision.

5. Offerors are advised that the Trade Agreements Act applies to this solicitation. Note that for this procurement, contractors shall only provide end items that comply with the applicable sourcing restriction. Additionally, there are other procurement restrictions set forth in the regulations that may apply to specific products. Contractors must be aware of which provisions apply at the time that they submit their offer and comply with those provisions.

6. This solicitation is being issued as an unrestricted acquisition. Proposals will be evaluated using past performance and other technical factors, and will not be limited to cost or price alone. The non-price and price evaluation factors are contained in the Addendum to FAR Clause 52.212-1, INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS. Proposals will be evaluated in accordance with the Addendum to FAR Clause 52.212-2, EVALUATION –COMMERCIAL ITEMS. Non-price factors will be evaluated using adjectival ratings, after which a Non-price and Price Tradeoff Evaluation will be conducted to determine the Best Value to the Government.

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For purposes of this solicitation, the Non-price Evaluation Factors (Past Performance, Business Plan, and Socio-Economic Factors) are considered to be more important than price. Past Performance and Business Plan are considered of equal importance. The information provided in the Non-price and Price Proposals will be used for evaluation purposes. However, the Government reserves the right to make any portion of the proposal that exceeds requirements of the solicitation a contractual requirement at time of the award. Upon award, the final proposed material unit prices will become a fixed price for the duration of the contract with an Economic Price Adjustment (EPA) applied annually.

• Proposals are invited only on the basis of F.O.B. Destination, in accordance with FAR 47.303-6. Offers submitted on a basis other than F.O.B. Destination will not be considered for award. F.O.B. Terms – Transportation shall be F.O.B. Destination.

• Pricing of Offered items – Offerors (and following award, the Integrator) shall include transportation costs in the throughput fee of their proposed pricing.

• Inspection & Acceptance Point – Point of Inspection and Acceptance shall be at Destination, defined as the customer’s Conus location, or a Freight Forwarder location (depot), as applicable.

• Invoicing and Payment: Prompt Payment shall be utilized in accordance with FAR 32.9 for all delivery orders, regardless of dollar value.

7. The Integrator is required to submit payment requests and receiving reports electronically using

Wide Area Work Flow (WAWF), which is a web-based software application that allows Department of Defense vendors to submit and track their invoices, receipts, and acceptance documents electronically. The Integrator must use one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web.

8. Proposals MUST BE prepared and submitted in three (3) volumes in accordance with the section entitled: “Addendum to FAR 52.212-1: SPECIAL INSTRUCTIONS / CONDITIONS /NOTICES TO OFFERORS FOR SUBMITTAL OF SOURCE SELECTION PROPOSAL INFORMATION.” Volume I shall consist of the Non-price proposal, which must be devoid of all reference to cost or price.

Volume II shall consist of the Price Proposal, on a CD, in the format provided on the PEL.

Volume III shall consist of the offeror’s signed copies of the SF 1449, Solicitation, and any Amendments issued, along with the offeror’s completed fill-ins and offeror certifications required by the Solicitation, as referenced in FAR 52.212-3. Addendums to the above cited FAR 52.212-1 and 52.212-2 provisions provide instructions on the preparation and evaluation of proposals.

9. Electronic Data Interchange (EDI) requirements are listed in the Statement of Work. The ‘ANSI

X12 transaction sets’ requirement (paragraph b) in the EDI clause should be given particular attention.

10. The Government intends to make an award based on initial offers; however, the Government reserves the right to conduct discussions, if necessary. Offerors are encouraged to submit their best proposal in response to this solicitation.

11. Pricing Overview:

a. The Price Evaluation List (PEL) contains a total of 500 line items. The offeror shall provide unit prices on at least 90% of the items contained on the PEL. Evaluation will

S O L I C I T A T I O N N O . S P E 8 E G 1 8 R 0 0 0 9 P a g e 8 | 85 be based on common items amongst offerors. The offeror shall be as aggressive as possible in pursuing all discounts and rebates. The offeror shall guarantee that DLA Troop Support and its customers will receive discounts and rebates equal to or better than the offerors most favored commercial customers with similar sales.

b. Please see Statement of Work (SOW) for more detailed information on the Price Evaluation List and Special Instructions / Conditions / Notices to Offerors for Submittal of Source Selection Proposal Information.

c. Prices offered for the items on the Price Evaluation List will be used for evaluation purposes and will be awarded as fixed prices for the duration of the contract with an Economic Price Adjustment conducted annually.

12. Contract Estimated Dollar Value: The estimated annual sales set forth in the solicitation are

ESTIMATES ONLY based on the historical data available to the contracting officer at the time of issuance of this solicitation.

The annual estimated value of this acquisition (contract awarded for the three (3) year base and 2 two-year option periods) is $100M per year, with a $950M seven-year maximum contract value.

The Government guarantees that it will order a quantity of supplies having an aggregate, minimum dollar value of $1M during the three-year Base Period.

The aggregate of delivery orders issued during the Base Period for the contract will be applied to the minimum guarantee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for a contract, the guaranteed minimum for that contract will have been met and the Government’s obligations with regard to the guarantee will have been satisfied.

There are approximately 4500 CONUS delivery locations for these items.

The contract awarded will contain a provision for the exercise of unilateral option(s) (FAR 52.217-9) on the part of the Government, to extend the term of the contract in periods of two years for a maximum of two option periods.

The maximum contract value for the contract awarded under this solicitation is $950M, meaning that the cumulative obligations of all orders placed against the contract resulting from this solicitation cannot exceed $950M. The maximum dollar value listed represents an upward adjustment to account for estimated normal demand, surge requirements, fluctuations in demand, potential new customers, and the variety of items that may be ordered due to customer needs.

NOTE: The estimated dollar values listed are not guarantees, and are not necessarily indicative of actual requirements under this procurement. The Government’s obligation under this contract resulting from this procurement is limited to the stated guaranteed minimum order amount. (When you offer your price, you must take into account any business risk associated with these estimates.)

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13. HAZARDOUS MATERIALS - Packaging and marking of hazardous material (HAZMAT) items shall be in accordance with requirements detailed in MIL-STD-2073-1E. The contractor shall identify any HAZMAT items and prepare Safety Data Sheets (SDSs) in accordance with the FED-STD-313E.

14. SHELF LIFE - The contractor shall use the applicable shelf-life paragraphs and table in MIL- STD-129R to apply either Type I or Type II shelf -life markings for an item’s unit, intermediate and shipping containers. Contractors will ensure that at least eighty-five percent (85%) of the shelf-life requirement is remaining when received by the first government activity for CONUS and OCONUS shipments.

15. 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).

The contractor shall comply with the terms of the clause at FAR 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT 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). Contractors must provide a copy of their written codes of business ethics and conduct to the contracting officer upon request by the contracting officer.

16. A Surge and Sustainment Plan/Capability Assessment Plan is required for this procurement.

There are surge requirements for 130 items included in the PEL at the time of this solicitation.

Therefore, Surge and Sustainment Plan clauses are contained in this solicitation.

17. Facsimile and E-mail Offers are not acceptable forms of transmission for submission of initial proposals. As directed by the Contracting Officer, facsimile and/or e-mail may be used for clarifications, during discussions/negotiations if held, and for proposal revision(s) including Final Proposal revision(s).

18. The Government reserves the right to cancel this solicitation at its discretion. If this should occur, the Government will not be liable for proposal preparation costs or any other costs incurred.

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19. The term Contractor, as used throughout this solicitation, is synonymous with terms TLS Contractor, awardee, vendor, or Integrator.

20. For purposes of this solicitation and any resultant contract, the term “day” means a calendar day unless otherwise specified.

NOTICE TO POTENTIAL CONTRACTORS: MILITARY EXTRATERRITORIAL JURISDICTION ACT OF 2000, Public Law 106-523.

The Military Extraterritorial Jurisdiction Act of 2000 amended Title 18, US Code, to establish Federal jurisdiction over certain criminal offenses committed outside the United States by persons employed by or accompanying the Armed Forces outside the United States, and certain other persons.

The regulations implementing the Act define persons employed by the Armed Forces outside the United States as civilian employees of the Department of Defense, Department of Defense contractors (including subcontractors at any tier), and employees of a Department of Defense contractor (including subcontractors at any tier) when that person is present or resides outside the United States in connection with such employment and is not a national of or ordinarily resident in the host nation. Persons accompanying the Armed Forces include the dependents of these individuals. Command sponsorship of the dependent is not required for the Act to apply. Third country nationals may also be subject to the provisions of the Act depending on the circumstances.

The Act grants the United States criminal jurisdiction over persons covered by the act if they engage in conduct that would constitute an offense punishable by imprisonment for more than one year if the conduct had occurred within the territorial jurisdiction of the United States.

(END OF CAUTION NOTICE)

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Contract Clauses

FAR 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.

(b) The permissible variation shall be limited to:

0 percent increase 0 percent decrease This increase or decrease shall apply to _______ALL ITEMS___________________.

FAR 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 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.

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(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

(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;

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(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:

(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 http://uscode.house.gov/ https://www.acquisition.gov/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/far/html/Subpart%2032_6.html#wp1031326

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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.

(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 http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/far/html/FormsStandard67.html#wp1189284

S O L I C I T A T I O N N O . S P E 8 E G 1 8 R 0 0 0 9 P a g e 15 | 85 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 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.

https://www.acquisition.gov/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/

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Addendum to FAR 52.212-4:

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

Addendum to FAR 52.212-4 (t), System for Award Management Add the following paragraph:

(5) 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”.

THE CLAUSES LISTED BELOW ARE INCORPORATED 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. A CLAUSE WITH AN AUTHORIZED DEVIATION IS SO MARKED AFTER THE DATE OF THE CLAUSE. (Also, the full text of solicitation clauses and provisions may be accessed electronically at the following websites):

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

CLAUSE NUMBER TITLE/DATE

FAR 52.204-13 Central Contractor Registration Maintenance (OCT 2016) FAR 52.227-1 Authorization and Consent (DEC 2007) FAR 52.227-2 Notice and Assistance Regarding Patent and

Copyright Infringement (DEC 2007) http://www.sam.gov/

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DFARS 252.204-7000 Disclosure of Information (OCT 2016) DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992)

DFARS 252.225-7995 DEV 2017-O0004 (SEPT 2017)

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

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52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Aug 2018)

(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:

[Contracting Officer check as appropriate.] X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 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).

X (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (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 2016) (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 (Jul 2013) (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 (Jan 2011) of 52.219-4.

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

___ (ii) Alternate I (Nov 2011).

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___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 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 (Nov 2016) (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 (Nov 2016) 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 Rerepresentation (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 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 Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

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

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

X (ii) Alternate I (Feb 1999) of 52.222-26.

X…