SF1449 SPE8EH21R0001.PDF.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000125198

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE8EH-21-R-0001

5. SOLICITATION NUMBER

2022 MAR 22

6. SOLICITATION ISSUE

DATE

Walter Mikolajewski DWM0048

a. NAME

Phone: 312-737-5186

b. TELEPHONE NUMBER (No Collect calls)

2022 MAY 05

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE8EH

DLA TROOP SUPPORT

CONSTRUCTION & EQUIPMENT (FES)

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5096

USA

10. THIS ACQUISITION IS 100UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

339999NAICS:

500SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

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

OFFER

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

BELOW IS CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

03:00 PM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

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SPE8EH-21-R-0001

Form

TABLE OF CONTENTS

TITLE

Standard Form (SF) 1449 - Solicitation/Contract/Order for Commercial Items

Continuation of any block(s) from SF 1449, Page 4

Caution Notice, Page 7

Contract Clauses

1. FAR 52.212-4 - Contract Terms and Conditions - Commercial Products and Services, Page 10

2. Addendum, Page 15

3. FAR 52.212-5 - Contract Terms and Conditions Required to Implement, Statutes or Executive Orders - Commercial Products and Services, Page 45

Statement of Work (SOW), Page 49

List of Attachments, Page 66

• Attachment 1 Price Proposal Spreadsheet

• Attachment 2 Potential Delivery Locations

• Attachment 3 Usage Data

Solicitation Provisions

1. FAR 52.212-1 - Instructions to Offerors - Commercial Products and Commercial Services, Page 66

2. Special Instructions, Page 70

3. Addendum, Page 77

4. FAR 52.212-2 - Evaluation - Commercial Products and Commercial Services, Page 77

5. Addendum, Page 81

6. FAR 52.212-3 - Offeror Representations and Certifications - Commercial Products and Commercial Services,

7. Addendum, Page 91

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Form (CONTINUED)

Continuation of Blocks from SF 1449

1. Block 7a and 7b

For Solicitation Information, contact the DLA Troop Support SPE8EH21R0001 Contract Renewal Team at FESEContractRenewal@dla.mil Phone number 215-737-0301

2. Block 8 Offer Due Date/Local Time: May 5, 2022, 3:00 PM Eastern Standard Time

3. Block 9

›The DLA Internet Bid Board System (DIBBS) electronic shall be used for proposal submission.

DIBBS is a web-based application that provides the capability to search for, view, and submit secure quotes for Defense Logistics Agency (DLA) items of supply.

Navigate to: https://www.dibbs.bsm.dla.mil// and select Registered User Log In.

Once logged in, you will be able to submit an offer in response to Solicitation Number SPE8EH-21-R-0001 found on the RFP search screen by selecting the “Offer” icon. The button will only be selectable for vendors who are logged onto DIBBS. If not logged in yet, DIBBS will take you to the log in screen.

You may use this screen to upload a completed offer and all associated documents. The offer must be signed and completed in its entirety in accordance with the solicitation requirements. Do not select submit until all associated documents are added. No data will be saved unless the offer is submitted. Once submitted, documents may be added, but not removed.

After upload of your proposals and submission of your offer, you will be able to print a receipt with the Date and Time Stamp of when the offer was submitted. This is strongly encouraged.

Ø Initial Proposals received by other electronic means, even though within the FAR definition of

“electronic commerce” or “electronic and information technology”, such as facsimile (fax) or electronic mail (email) will not be considered. Initial Proposals transmitted in hard copy by U.S.

Mail or other means will not be considered. However, in the event of solicitation amendments, clarifications and/or negotiations, revisions to the initial proposal may be authorized via other electronic means at the Contracting Officer's discretion.

***A supplier's inability to submit a quotation caused by failure of a supplier's hardware, software, Internet Service Provider, or the World Wide Web itself, is not cause for extension of the solicitation. If the offeror is unable to timely upload its' proposal in DIBBS for any reason, this will not constitute an acceptable excuse to submit a late offer. ***

4. Block 17a

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SPE8EH-21-R-0001

Form (CONTINUED)

› Offeror's assigned Unique Entity Identifier Number: _______________ Note: If you do not have a Unique Entity Identifier number, see 52.212-1, Instructions to Offerors -- Commercial Products and Services (paragraph j) for information on establishing a unique entity identifier.

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

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

6. Continuation of Blocks 19-24: Schedule of Supplies/Services

A. DLA Troop support intends to award multiple Indefinite Delivery/Indefinite Quantity (IDIQ) Fire &

Emergency Services (F&ESE) Tailored Logistics Support (TLS) Contracts under this single solicitation. Delivery orders will be competed amongst the contract holders.

B. PRODUCT SUPPORT:

Each awardee will be responsible for supplying, to authorized customers under the resulting contracts, various types of fire & emergency services equipment. These items include, but are not limited to: hoses, hose fittings, nozzles, tools, fire extinguishers and other extinguishing agents, poles, ladders, rescue equipment, respiratory protective devices, regulators, uniforms, station training gear, turn out gear, first response and search and rescue supplies, decontamination equipment, detection equipment, protective clothing used for hazardous material (HAZMAT) and other emergency scenarios, communication equipment and tools, first responder equipment, training equipment, compressors, emergency egress and protective systems, pumps, generators, and storage, containment, and racking systems. All items are commercial products or modified commercial products which are identified by manufacturer's part number, or commercial item descriptions. All items are to conform to the manufacturer's commercial specifications.

C. PRICING:

1) Offerors will provide ceiling prices for the Price Evaluation List (PEL) and pricing for one incidental service scenario. The contractor must provide ceiling prices on a minimum of 90% of the 118 items on the PEL. The contractor MUST provide a price for the incidental service scenario. Offerors may offer alternate items. However, the offeror must provide a complete technical data package for the Alternate item being offered as well as the item on the PEL for comparison purposes. If the item is deemed equal in form, fit, and function to the item on the PEL, it will be accepted. Alternate items determined not to be acceptable will not count towards the 90% minimum of PEL items required to be priced and will not be evaluated. The scenario price for the Incidental Service will be used for evaluation purposes and may be used as a benchmark during the post-award competition of delivery orders when the service is requested. It is anticipated that each Tailored Logistics Support Contractor shall be as aggressive as possible in pursuing all discounts and rebates. TLS Contractors 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.

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SPE8EH-21-R-0001

Form (CONTINUED)

2) Base Period and Option Year Prices: The Prices for the PEL and alternates accepted by the Government will be used for evaluation purposes and will be awarded as firm fixed ceiling prices. The fixed prices will constitute a Not to exceed CEILING PRICE for the BASE PERIOD (two year term) and each OPTION PERIOD (four two-year terms) on any resultant contract for the Fire & Emergency Services Tailored Logistics Support Program.

Note: Contractors are encouraged, when competing for delivery orders, to provide a quote less than their ceiling price.

D. TERM

The contracts resulting from this solicitation will be IDIQ Contracts with base ordering periods of two

(2) years and four (4) two-year option periods for a maximum term of ten (10) years. Each contract awarded will contain a provision for unilateral option(s) on the part of the Contracting Officer to extend the term of the contract. A 60-day implementation period is included, if needed, after award.

E. ESTIMATED DEMAND

The estimated annual sales set forth in the solicitation are GOOD FAITH ESTIMATES ONLY based on the best data available to the Contracting Officer at the time of issuance of this solicitation, and do not constitute guarantees that this volume or value will actually be ordered. Offerors must consider any business risks associated with the estimates and include them within the breadth of their proposals.

Total Estimated Value (10 Years) $2,800,000,000.00 Estimated Value Base Year (2 Years) $560,000,000.00 Estimated Value Option Year 1 (2 Years) $560,000,000.00 Estimated Value Option Year 2 (2 Years) $560,000,000.00 Estimated Value Option Year 3 (2 Years) $560,000,000.00 Estimated Value Option Year 4 (2 Years) $560,000,000.00 NOTE: The Contracting Officer estimates, based on an analysis of historical data for the current F&ESE TLSP, which has seven (7) contract holders, that the annual estimated demand value per contract holder for the current contract was $32 million. THIS INFORMATION IS BEING PROVIDED FOR

INFORMATIONAL PURPOSES ONLY AND IS IN NO WAY A GUARANTEE THAT THIS VALUE W

ILL BE ORDERED UNDER THE CONTRACTS RESULTING FROM THIS SOLICITATION

F. CONTRACT MINIMUM/MAXIMUM

For each awardee under a contract awarded under this solicitation, the Government guarantees that it will order quantity of supplies and incidental services having a minimum dollar value of $250,000.00 during the base period. The aggregate of delivery orders issued during contract performance for each awardee during the base period will be applied to the minimum guarantee for each awardee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for the contract, the guaranteed minimum will have been met and the Government's obligations with regard to the guarantee will have been satisfied.

The maximum dollar value that can be obligated for a contract awarded under this solicitation is $7,000,000,000.00, meaning that the cumulative obligations of all orders placed against the contract resulting from this solicitation cannot exceed $7,000,000,000.00. The maximum of $7,000,000,000.00 also represents the maximum for the acquisition; the sum of all orders against all

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SPE8EH-21-R-0001

Form (CONTINUED) contracts shall not exceed $7,000,000,000.00.

Note: The Maximum Contract Value is $7 billion. The maximum dollar value of $7 billion accounts for potential surge and contingency requirements; however, $2.8 billion remains the estimated dollar value for the acquisition.

CAUTION NOTICE

1. Proposals are being solicited for Fire & Emergency Services Equipment (F&ESE) Tailored Logistics Support

(TLS) Program Contracts for logistical support of military commands, federal agencies, and other authorized DLA customers located worldwide - e.g., from the continental United States to outlying regions such as Hawaii and Guam, Europe, Japan, Korea, Africa, and the Middle East. The resulting contracts will require support to all authorized customers worldwide. Subject acquisition represents the continuation of an existing program and the sixth (6th) generation of F&ESE TLS support. Under this program, there are estimated sales of $280 million annually consisting of 2,400 orders and 8,300 lines to support 757 individual DoDAACS. The Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a Department of Defense unit, activity, or organization. Attachment 3 shows the potential delivery locations by State or Country based on the most recent historical data. NOTE: The Contracting Officer estimates, based on an analysis of historical data for the current F&ESE TLSP, which has seven contract holders, that the annual estimated sales per contract holder was $32 million, the annual estimated number of delivery orders per contract holder was 333 and the annual estimated number of delivery locations (States/Countries) per contract holder was 53. THIS

INFORMATION IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS IN NO WAY

A GUARANTEE THAT THESE FIGURES REPRESENT WHAT WILL BE REQUIRED UNDER THE

CONTRACTS RESULTING FROM THIS SOLICITATION.

2. DLA Troop Support is a Primary Level Field Activity of the Defense Logistics Agency (DLA) and is a combat support activity whose objective is to continue, and to expand, its use of unique and innovative approaches for providing focused logistics support for its military and federal customers, as well as other authorized customers, including for fire and emergency equipment 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 rapid response, direct vendor delivery, advanced distribution, material management, total asset/in-transit visibility, and information fusion, in response to, and to the satisfaction of, DLA Troop Support customers' demands. Therefore, to the maximum extent practicable, the contract(s) resulting from this solicitation shall integrate the business practices of the commercial industry and military supply distribution systems.

3. The Government intends to make multiple awards, with each awarded contract to provide all items and incidental services designated. However, the Government reserves the right to make a single award if it is in the best interest of the Government. Contractors must be able to supply the fire and emergency services equipment items as described to all authorized customers worldwide. Customers will be Military Services / Department of Defense (DOD), other federal agencies, state and local governments, and other authorized customers of DLA Troop Support.

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

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5. After award, requests for supplies will be competed among awardees, except that the Government reserves the right to direct orders to a particular source under urgent circumstances, to meet contractual minimums, or to provide economy and efficiency as a logical follow-on to an order already issued in accordance with FAR 16.505(b)(2).

Award decisions may be made either by line item or in their entirety. After contract award, the contracting officer may choose to use reverse auctions for the competition of delivery orders as outlined in the Procurement Note COMPETING INDIVIDUAL DELIVERY ORDERS THROUGH ON-LINE REVERSE AUCTIONING. In accordance with FAR 16.505(b)(6), the following individual has been designated the delivery order ombudsman:

Mr. Robert Panichelle DLA Troop Support 700 Robbins Avenue, Bldg. 6-D-026 Philadelphia, PA 19111 Telephone: 215-737-5855 Facsimile: 215-737-7401 Email: Robert.Panichelle@dla.mil

6. Offerors are advised that the Berry Amendment and Buy American Act apply to this solicitation.

Depending on the item being solicited, the Berry Amendment or the Buy American Act requirements may apply. Note that for this procurement, contractors shall only provide end items that are manufactured or substantially transformed in the United States or a Qualifying or Designated country, as set forth in FAR 25.003 and DFARS 225.003. Additionally, there are other procurement restrictions set forth in the regulations that may apply to certain specific products. Contractors must be aware of which provision applies at the time that they submit their offer.

7. This solicitation is being issued as a 100% Total Small Business Set-Aside (SBSA) acquisition with an Individual Waiver to the Non-Manufacturer Rule. To have the status of a small business concern, a concern must meet the size standard specified in block 10, Page 1 of this Solicitation (Standard Form 1449). The status of a concern as a “small business concern,” a “small, disadvantaged business concern,” “woman-owned small business concern,” a “service-disabled veteran-owned small business concern,” or a “HUBZone” is subject to review and verification by the Small Business Administration (SBA).

8. Proposals are invited only on the basis of F.O.B. Destination in accordance with FAR 47.303-6. Offers submitted on basis other than F.O.B. Destination will not be considered for award.

9. Invoicing and Payment:

• For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is Wide Area WorkFlow (WAWF). Reference DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. TLS Contractors shall submit payment requests and receiving reports using WAWF. WAWF is available on the Internet via the Procurement Integrated Enterprise Environment (PIEE) at https//piee/eb.mil.

• Prompt Payment shall be utilized in accordance with FAR 32.9 for ALL delivery orders. Payment procedures are subject to change based on regulations and the needs of the DLA Troop Support TLS Program. Fast Payment Procedures are not currently authorized; subject clauses are included should the needs of the DLA Troop Support TLS Program alter.

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10. Proposals will be evaluated using Best Value Tradeoff source selection procedures with the non-price factors being significantly more important than price. As the non-price ratings of offers become more equivalent, price will become more important.

11. A Surge & Sustainment Capability Assessment Plan (CAP) is not required at this time as there are currently no NSNs having a Monthly Wartime Rate (MWR) being supported under the program.

However, Procurement Notes L18 Surge and Sustainment (S&S) Requirements - Instructions to Offerors, L19 Surge and Sustainment (S&S) - Capability Assessment Plan (CAP), and M07 Surge and Sustainment (S&S) Evaluation have been included in the solicitation and will be applicable to any resultant contract(s). During contract performance, awardees may be requested to provide a CAP and comply with the applicable Procurement Notes should NSNs be identified as having specific Surge & Sustainment MWR requirements.

12. The term Contractor used throughout this solicitation is synonymous with terms TLS Contractor, awardee, offeror or vendor.

13. For the purposes of this solicitation and the resultant contract(s), the term “day” means a calendar day unless otherwise specified.

14. CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012) DLA TROOP SUPPORT

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). Contractors must provide a copy of its written code of business ethics and conduct to the Contracting Officer within 30 days of contract award.

15. Proposals. Offerors shall submit their proposals in accordance with clause 52.212-1 -INSTRUCTIONS TO OFFERORS -- COMMERCIAL PRODUCTS AND SERVICES in the solicitation. Proposals MUST BE prepared and submitted in three (3) volumes in accordance with the section “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. Volume III shall consist of the offeror's signed copy of the SF 1449 and Amendments along with the offeror's completed fill-ins and offeror

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SPE8EH-21-R-0001

Form (CONTINUED) certifications required by the Solicitation. Proposals will be evaluation in accordance with clause FAR 52.212-2

EVALUATION - COMMERCIAL PRODUCTS AND SERVICES.

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

The Government reserves the right to cancel this solicitation. If this should occur, the Government will not be liable for an offeror's solicitation preparation costs or any other such related costs incurred.

In accordance with FAR 52.225-25, each offeror must certify that the offeror and any person owned or controlled by the offeror does not engage in any activity for which sanctions may be imposed under section 5 of the Iran Sanctions Act. Each offeror shall update its ORCA certifications and/or by submission of an offer make the above certification (See FAR 52.212-3).

16. Provisions, Clauses and Procurement Notes:

The following websites are provided to suppliers to obtain the full text of the FAR, DFARS, and DLAD provisions, clauses, and Procurement Notes listed below: https://www.acquisition.gov, http://www.acq.osd.mil/ dpap/dars/dfarspgi/current/index.html, http://www.dla.mil/hq/acquisition/offers/DLAD.aspx and http://www.dla.

mil/HQ/Acquisition/Offers/eProcurement.aspx.

All provisions, clauses, and procurement notes are incorporated herein by reference with the same force and effect as if set forth in full text, and made a part of the solicitation/contract as applicable. Offerors are reminded that all provisions incorporated herein by reference remain binding in their entirety. Any penalties for misrepresentation contained in the reference clauses and provisions apply.

17. FAR 52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use and FAR 52.211-15 Defense Priority and Allocation Requirements are included in the solicitation and any resultant contracts. Though the basic contract is not rated, individual delivery orders may be rated.

(END OF CAUTION NOTICE)

Part 12 Clauses

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (NOV 2021) FAR

(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)

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Part 12 Clauses (CONTINUED) 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 Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

(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.

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Part 12 Clauses (CONTINUED)

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

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

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

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

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

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the

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Part 12 Clauses (CONTINUED) 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 FAR 32.608-2 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

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Part 12 Clauses (CONTINUED) 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; (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; and (9) the specification.

(t) [Reserved]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End 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.

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

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

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

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

(End of clause)

CLAUSES ADDED TO PART 12 BY ADDENDUM

52.203-3 GRATUITIES (APR 1984) FAR

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS-REPRESENTATION (JAN 2017) FAR

252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS (SEP 2011) DFARS

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) DFARS

252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (AUG 2019) DFARS

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) FAR

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (AUG 2020) FAR

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020) FAR

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) FAR

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016) FAR

252.204-7000 DISCLOSURE OF INFORMATION (OCT 2016) DFARS

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992) DFARS

252.204-7009 LIMITATIONS ON THE USE OR DISCLOSURE OF THIRD-PARTY CONTRACTOR REPORTED CYBER INCIDENT

INFORMATION (OCT 2016) DFARS

252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (DEC 2019) DFARS

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252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT (MAY 2016) DFARS

252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES

(JAN 2021) DFARS

252.204-7020 NIST SP 800-171 DOD ASSESSMENT REQUIREMENTS (NOV 2020) DFARS

(a) Definitions.

Basic Assessment means a contractor's self assessment of the contractor's implementation of NIST SP 800 -171 that --

(1) Is based on the Contractor's review of their system security plan(s) associated with covered contractor information system(s);

(2) Is conducted in accordance with the NIST SP 800 -171 DoD Assessment Methodology; and

(3) Results in a confidence level of ``Low'' in the resulting score, because it is a self generated score.

Covered contractor information system has the meaning given in the clause 252.204 -7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract.

High Assessment means an assessment that is conducted by Government personnel using NIST SP 800 -171A, Assessing Security Requirements for Controlled Unclassified Information that --

(1) Consists of --

(i) A review of a contractor's Basic Assessment;

(ii) A thorough document review;

(iii) Verification, examination, and demonstration of a Contractor's system security plan to validate that NIST SP 800 -171 security requirements have been implemented as described in the contractor's system security plan; and

(iv) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of ``High'' in the resulting score.

Medium Assessment means an assessment conducted by the Government that --

(1) Consists of --

(i) A review of a contractor's Basic Assessment;

(ii) A thorough document review; and

(iii) Discussions with the contractor to obtain additional information or clarification, as needed; and

(2) Results in a confidence level of ``Medium'' in the resulting score.

(b) Applicability. This clause applies to covered contractor information systems that are required to comply with the National Institute of Standards and Technology (NIST) Special Publication (SP) 800 -171, in accordance with Defense Federal Acquisition Regulation System (DFARS) clause at 252.204 -7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract.

(c) Requirements. The Contractor shall provide access to its facilities, systems, and personnel necessary for the Government to conduct a Medium or High NIST SP 800 -171 DoD Assessment, as described in NIST SP 800 -171 DoD Assessment Methodology at https://www.acq.

osd.mil/dpap/pdi/cyber/strategically_assessing_contractor_implementation_of_NIST_SP_800-171.html, if necessary.

(d) Procedures. Summary level scores for all assessments will be posted in the Supplier Performance Risk System (SPRS) (https://www.sprs.

csd.disa.mil/) to provide DoD Components visibility into the summary level scores of strategic assessments.

(1) Basic Assessments. A contractor may submit, via encrypted email, summary level scores of Basic Assessments conducted in accordance with the NIST SP 800 -171 DoD Assessment Methodology to webptsmh@navy.mil for posting to SPRS.

(i) The email shall include the following information:

(A) Version of NIST SP 800 -171 against which the assessment was conducted.

(B) Organization conducting the assessment (e.g., Contractor self-assessment).

(C) For each system security plan (security requirement 3.12.4) supporting the performance of a DoD contract --

(1) All industry Commercial and Government Entity (CAGE) code(s) associated with the information system(s) addressed by the system security plan; and

(2) A brief description of the system security plan architecture, if more than one plan exists.

(D) Date the assessment was completed

(E) Summary level score (e.g., 95 out of 110, NOT the individual value for each requirement).

(F) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800 -171.

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(ii) If multiple system security plans are addressed in the email described at paragraph (b)(1)(i) of this section, the Contractor shall use the following format for the report:

System security plan CAGE codes supported by this plan

Brief description of the plan architecture Date of assessment Total score Date score of 110 will achieved

(2) Medium and High Assessments. DoD will post the following Medium and/or High Assessment summary level scores to SPRS for each system security plan assessed:

(i) The standard assessed (e.g., NIST SP 800 -171 Rev 1).

(ii) Organization conducting the assessment, e.g., DCMA, or a specific organization (identified by Department of Defense Activity Address Code (DoDAAC)).

(iii) All industry CAGE code(s) associated with the information system(s) addressed by the system security plan.

(iv) A brief description of the system security plan architecture, if more than one system security plan exists.

(v) Date and level of the assessment, i.e., medium or high.

(vi) Summary level score (e.g., 105 out of 110, not the individual value assigned for each requirement).

(vii) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800 -171.

(e) Rebuttals.

(1) DoD will provide Medium and High Assessment summary level scores to the Contractor and offer the opportunity for rebuttal and adjudication of assessment summary level scores prior to posting the summary level scores to SPRS (see SPRS User's Guide https://www.

sprs.csd.disa.mil/pdf/SPRS_Awardee.pdf).

(2) Upon completion of each assessment, the contractor has 14…