SPM1C109D0042(SOLICITATION).pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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.

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

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:�������

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

SPM1C1-09-R-0042 May 29, 2009

Michael O'Connor 215-737-2458 July 1, 2009

SPM1C1

DEFENSE SUPPLY CENTER PHILADELPHIA

Clothing & Textiles Directorate, DSCP-FQCB

700 ROBBINS AVENUE

PHILADELPHIA, PA 19111-5096

Local Admin: PAA7121 (215)737-2458 /Fax: (215) 737-2486.

E-mail: MICHAEL.E.OCONNOR@DLA.mil

✔ 100

See Schedule

SC0100

DFAS Columbus CTR.

Attn: DFAS/Co/LSCBA/C&T North Entitlement Operations P.O. Box 182266 Columbus, OH 43216-2266

See Pages 5-8

TABLE OF CONTENTS FOR

SOLICITATION NO: SPM1C1-09-R-0042

TITLE PAGE

Caution Notice (if any)

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

Continuation of any block(s) from SF 1449

Contract Clauses

1. FAR 52.212-4 - Contract Terms and Conditions – Commercial Items

2. Addendum to FAR 52.212-4

3. FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items

4. DFARS 252.212-7001 - Contract Terms and Conditions Required to Implement Statutes or Executive orders Applicable to Defense Acquisition of Commercial Items

Any Contract Documents, Exhibits, or Attachments (e.g., PID, Statement of Work)

Solicitation Provisions

1. FAR 52.212-1 - Instructions to Offerors – Commercial Items

2. Addendum to FAR 52.212-1

3. [ x ] FAR 52.212-2 - Evaluation – Commercial Items

4. [ x ] Addendum to FAR 52.212-2

5. FAR 52.212-3 - Offeror Representations and Certifications – Commercial Items

6. Addendum to FAR 52.212-3 (e.g., certifications re Surplus Material, Buy American Act)

7. DFARS 252.212-7000 - Offeror Representations and Certifications – Commercial Items

SPM1C1-09-R-0042 Page 3 of 76

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS - SF 1449

(CONTINUATION SHEET)

1. Block 8 Offer Due Date/Local Time: July 1, 2009, 3pm Eastern_

2. Block 9 (continued)

Mailed offers should be sent to:

Defense Logistics Agency Defense Supply Center Philadelphia Post Office Box 56667 Philadelphia, PA 19111-6667

Solicitation No: SPM1C1-09-R-0042__________ Opening/Closing Date and Time _May 29, 2009 / July 1, 2009 3pm Eastern____

Handcarried Offers should be delivered to:

Defense Supply Center Philadelphia Business Opportunities Office Building 36, 2nd Floor 700 Robbins Avenue Philadelphia, PA 19111-5092

Solicitation No: SPM1C1-09-R-0042_______________________ Opening/Closing Date and Time _ May 29, 2009 / July 1, 2009 3pm Eastern_____

[Examples of Handcarried Offers include: In-Person delivery by contractor; or Fed Ex, Airborne, UPS, DHL, Emery, other commercial carrier; or USPS Express Mail, USPS Certified Mail.]

Note: All handcarried offers are to be delivered between 8:00 a.m. and 4:00 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 “handcarries” the package to the address specified above for handcarried offers prior to the scheduled opening/closing time. Package must be plainly marked ON THE OUTSIDE OF THE COMMERCIAL CARRIER’S ENVELOPE with the solicitation number, date, and time set forth for receipt of offers as indicated in Block 8 of the Standard Form 1449.

(CONTINUATION SHEET) (cont.)

SPM1C1-09-R-0042 Page 4 of 76

Facsimile offers (if authorized; see “Addendum” to 52.212-1 (b)) or offer modifications/withdrawals should be transmitted to:

(215) 737-9216, (215) 737-8414, (215) 737-9300, -9301, -9302, or -9303.

Offers submitted to any other telephone number shall not be considered for award.

3. Block 17a: Offeror’s assigned DUNS Number:____________________________.

(If you do not have a DUNS number, contact the individual identified in Block 7a or see 52.212-1, Instructions to Offerors—Commercial Items (paragraph j) for information on contacting Dun and Bradstreet.)

Offeror’s CAGE Code: ____________________________.

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

SPM1C1-09-R-0042 Page 5 of 76 (CONTINUATION SHEET) (cont.)

1. Continuation of Blocks 19-24:

Schedule of Supplies/Services

GUARANTEED YEARLY MINIMUM (BASE & ALL OPTION YEARS): 25% OF ANNUAL

ESTIMATED DOLLAR VALUE ( INCLUDES ALL ITEMS, 0001 THROUGH 0005 ) .

BASE PERIOD:

CLIN ITEM AEQ: CMT PRICE SPECIAL

MEASUREMENT

PRICE

0001 SHIRT,

MATERNITY, MC,

M-1, LONG

SLEEVE

0002 SHIRT,

MATERNITY, MC,

M-1, SHORT

0003 SKIRT,

MATERNITY, MC,

P/W, SERGE

SHADE 2243

0004 SLACKS,

MATERNITY, MC,

0005 TUNIC,

MATERNITY, MC,

OPTION PERIOD 1:

SPM1C1-09-R-0042 Page 6 of 76

MEASUREMENT

PRICE

0001 SHIRT,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

OPTION PERIOD 2:

MEASUREMENT

PRICE

0001 SHIRT,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

SPM1C1-09-R-0042 Page 7 of 76

OPTION PERIOD 3:

MEASUREMENT

PRICE

0001 SHIRT,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

OPTION PERIOD 4:

MEASUREMENT

PRICE

0001 SHIRT,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

MATERNITY, MC,

SPM1C1-09-R-0042 Page 8 of 76

MATERNITY, MC,

For appropriate GFM Costs, refer to clause 52.245-9012.

Applicable GFM for CLIN 0001 and 0002 is Cloth, Tropcial, P/W type 3, Shade Khaki M-1, 2 ply yarn. NSN 8305 01 509 5360 Applicable GFM for CLIN 0003, 0004 and 0005 is Cloth, Poly/Wool Serge Green Shade 2243 (MC) , 60’’ width, Unsponged.

NSN 8305 01 320 4843.

Deliver FOB: See Clause QTY Variance: PLUS: 2% MINUS 0% INSP/ACCEPT Point: See Clause

PREP FOR DELIVERY:

REFER TO ATTACHMENT TO SOLICITATION

DELIVERY LOCATIONS:

TRAVIS ASSOCIATION FOR THE BLIND (VSTN)

4509 FREIDRICH LANE, BLDG 4, SUITE 402

AUSTIN, TX 78744-1812

(SD0131)

DDSP NEW CUMBERLAND FACILITY

DOOR 113-134

NEW CUMBERLAND, PA 17070-5001

(W25G1U)

SPM1C1-09-R-0042 Page 9 of 76

SOLICITATION RESPONSE SHEET FOR “NO OFFER”

Solicitation No.: SPM1C1-09-R-0042_____________

Offer Due Date/Time: ____________________________________

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: __________________________________________________________

SPM1C1-09-R-0042 Page 10 of 76

NSN UPC ITEM

8410014421992 718020339771 SLACKS, MATERNITY

8410014421993 718020339788 SLACKS, MATERNITY

8410014421995 718020339801 SLACKS, MATERNITY

8410014421996 718020339818 SLACKS, MATERNITY

8410014421997 718020339825 SLACKS, MATERNITY

8410014439115 718020339979 TUNIC, MATERNITY

8410014439118 718023309993 TUNIC, MATERNITY

8410014439125 718020340012 TUNIC, MATERNITY

8410014439132 718020340029 TUNIC, MATERNITY

8410014439134 718020340036 TUNIC, MATERNITY

8410015146620 718020194646 SHIRT, L/S, MATERNITY

8410015146622 718020538402 SHIRT, L/S, MATERNITY

8410015146623 718020505121 SHIRT, L/S, MATERNITY

8410015146624 718020503370 SHIRT, L/S, MATERNITY

8410015146625 718020547404 SHIRT, L/S, MATERNITY

8410015146703 718020481661 SHIRT, S/S, MATERNITY

8410015146704 718020075792 SHIRT, S/S, MATERNITY

8410015146705 718020594989 SHIRT, S/S, MATERNITY

8410015146706 718020080772 SHIRT, S/S, MATERNITY

8410015146702 718020088004 SHIRT, S/S, MATERNITY

8410014410888 718020339566 SKIRT, MATERNITY

8410014410890 718020339580 SKIRT, MATERNITY

8410014410891 718020339597 SKIRT, MATERNITY

8410014410893 718020339610 SKIRT, MATERNITY

8410014410896 718020339641 SKIRT, MATERNITY

8410000SHT791 N/A SHIRT, S/S, MATERNITY

8410000SHT790 N/A SHIRT, L/S, MATERNITY

FIRST DELIVERY WILL BE 150 DAYS AFTER DATE OF AWARD.

ANY SUBSEQUENT DELIVERIES WILL BE IN 90 DAY INCREMENTS.

SPM1C1-09-R-0042 Page 11 of 76

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(MAR 2009)

(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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

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

(e) Definitions.

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

(f) Excusable Delays.

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

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-- FAR 52.212-4 (continued)

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

SPM1C1-09-R-0042 Page 12 of 76

(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-Central Contractor Registration; or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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 Office of Management and Budget (OMB) 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.

FAR 52.212-4 (continued)

(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 contract line item or subline item, if applicable; and

(D) Contractor point of contact.

SPM1C1-09-R-0042 Page 13 of 76

(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 the date 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 33.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identfy 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 the 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

FAR 52.212-4 (continued)

(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, SPM1C1-09-R-0042 Page 14 of 76 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.

FAR 52.212-4 (continued)

(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to Government Contracts 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) Central Contractor Registration (CCR).

(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 CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and

SPM1C1-09-R-0042 Page 15 of 76 update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be

FAR 52.212-4 (continued) 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 CCR 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 CCR database. Information provided to the Contractor’s CCR 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

Alternate I (Oct 2008) [Applicable only when a time-and-materials or labor-hour contract is contemplated.]

If preceded by an X, the following paragraphs of 52.212-4 contain additional language:

Paragraph Additional Language

[ ] (a) FAR 52.246-2, Inspection of Supplies - Fixed Price, is hereby included in this contract and takes precedence over FAR 52.212- 4(a).

[ ] (i) FAR 52.213-1, Fast Payment Procedure, DLAD 52.212-9001, Application of Fast Payment to Part 12 Acquisitions, and DLAD 52.213- 9009, Fast Payment Procedure, apply and are hereby incorporated by reference. The Government will pay invoices based on the Contractor’s delivery of supplies to a post office or common carrier (or, in shipments by other means), to the point of first receipt by the Government.

http://www.ccr.gov/

SPM1C1-09-R-0042 Page 16 of 76

ADDENDUM TO FAR 52.212-4

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. (Also, the full text of solicitation clauses and provisions may be accessed electronically at the following websites):

FAR, DFARS, DLAD, and DSCP Local Clauses – http://www.dla.mil/j-3/j-336/icps.htm PROCLTRs and FARS Deviations – http://www.dla.mil/j-3/j-3311/dlad/rev5.htm

CLAUSE NUMBER TITLE/DATE

FAR 52.204-7 Central Contractor Registration (APRIL 2008) FAR 52.209-6 Protecting the Government’s Interests When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (SEP 2006)

FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007)

FAR 52.232-17 Interest (OCT 2008) FAR 52.242-13 Bankruptcy (JULY 1995) FAR 52.242-15 Stop-Work Order (AUG 1989) DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992) DFARS 252.204-7004 Alternate A, Central Contractor Registration (SEP 2007)

DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (DEC 2006) DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

(APR 2003)

DFARS 252.232-7010 Levies on Contract Payments (DEC 2006) DLAD 52.211-9010 Shipping Documentation - MIL-STD-129P (MAY 2006) DLAD 52.233-9000 Agency Protests (SEP 1999) DLAD 52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB 2007)

ADDENDUM TO FAR 52.212-4 (cont.)

http://www.dla.mil/j-3/j-336/icps.htm http://www.dla.mil/j-3/j-3311/dlad/rev5.htm

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ADMINISTRATIVE COSTS OF REPROCUREMENT AFTER

TERMINATION FOR CAUSE (JULY 2004)

If this contract is terminated in whole or part for cause pursuant to Paragraph (m) of the clause included in this contract entitled “Contract Terms and Conditions - Commercial Items”, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and Government expressly agree that in addition to any excess costs of repurchase, or any other damages resulting from the Contractor’s default, the Contractor shall pay, and the Government shall accept, the sum of $1,155.00 as payment in full for the administrative costs of such repurchase. The assessment of damages for administrative costs shall apply for any termination for cause for which the Government repurchases the terminated supplies or services, regardless of whether any other damages are incurred and/or assessed.

52.247-34 -- F.O.B. – Destination (Nov 1991)

(a) The term “f.o.b. destination,” as used in this clause, means --

(1) Free of expense to the Government, on board the carrier’s conveyance, at a specified delivery point where the consignee’s facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination consignee’s wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or “constructive placement” as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including “piggyback”) is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for “heavy or bulky freight.” When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(b) The Contractor shall -- (1)

(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery.

52.247-48 F.O.B. Destination—Evidence of Shipment (Feb 1999)

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(a) If this contract is awarded on a free on board (f.o.b.) destination basis, the Contractor—

(1) Shall not submit an invoice for payment until the supplies covered by the invoice have been shipped to the destination;

and

(2) Shall retain, and make available to the Government for review as necessary, the following evidence of shipment documentation for a period of 3 years after final payment under the contract:

(i) If transportation is accomplished by common carrier, a signed copy of the commercial bill of lading for the supplies covered by the Contractor’s invoice, indicating the carrier’s intent to ship the supplies to the destination specified in the contract.

(ii) If transportation is accomplished by parcel post, a copy of the certificate of mailing.

(iii) If transportation is accomplished by other than common carrier or parcel post, a copy of the delivery document showing receipt at the destination specified in the contract.

(b) The Contractor is not required to submit evidence of shipment documentation with its invoice.

52.242-17 Government Delay of Work (Apr 1984)

(a) If the performance of all or any part of the work of this contract is delayed or interrupted

(1) by an act of the Contracting Officer in the administration of this contract that is not expressly or impliedly authorized by this contract, or

(2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly.

Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption. However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract.

(b) A claim under this clause shall not be allowed --

(1) For any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved; and

(2) Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract.

52.229-3 -- Federal, State, and Local Taxes (Apr 2003)

(a) As used in this clause--

“After-imposed Federal tax,” means any new or increased Federal excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes.

“After-relieved Federal tax,” means any amount of Federal excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

“All applicable Federal, State, and local taxes and duties,” means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

“Contract date,” means the date set for bid opening or, if this is a negotiated contract or a modification, the effective date of this contract or modification.

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“Local taxes,” includes taxes imposed by a possession or territory of the United States, Puerto Rico, or the Northern Mariana Islands, if the contract is performed wholly or partly in any of those areas.

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

(c) The contract price shall be increased by the amount of any after-imposed Federal tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

(d) The contract price shall be decreased by the amount of any after-relieved Federal tax.

(e) The contract price shall be decreased by the amount of any Federal excise tax or duty, except social security or other employment taxes, that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor’s fault, negligence, or failure to follow instructions of the Contracting Officer.

(f) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

(g) The Contractor shall promptly notify the Contracting Officer of all matters relating to any Federal excise tax or duty that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs.

(h) The Government shall, without liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax when the Contractor requests such evidence and a reasonable basis exists to sustain the exemption.

ADDENDUM TO 52.212-4 (continued) Call DSCP DFAS liaison listed below for assistance: Camille Conaway (215) 737-4406 Check out these resources:

http://www.dfas.mil/money/vendor/ …. the DFAS Contract Payment Booklet… an excellent desk reference for contractor Accounts Receivable personnel, as well as the status of outstanding invoices.

http://www.dfas.mil/ …. information regarding bill paying process and additional points of contact

STOP-WORK ORDER (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause.

Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the

Contracting Officer shall either—

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the

Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the

Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if—

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

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(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

[ X ] 52.217-9P12 OPTION FOR INDEFINITE-DELIVERY, INDEFINITE-QUANTITY CONTRACT TERM

EXTENSION (MARCH 2004) DSCP

(a) Acceptance of the option provision(s)/clauses contained herein is mandatory. Failure to indicate acceptance of the option by annotating the offeror's option price in the Schedule or elsewhere in the solicitation will be deemed non-acceptance of the option and may result in rejection of the offeror's entire bid/proposal.

(b) Offerors may offer options at unit prices which differ from the unit prices for the base ordering period. These prices may vary with the quantities actually ordered and the dates when ordered.

(c) The contracting officer may extend the term of this contract for 4 additional 365 DAY period(s) by written notice to the contractor within the time specified in the Schedule; provided that the contracting officer shall give the contractor a preliminary written notice of intent to extend at least 60 days before expiration of the contract. The preliminary notice does not commit the Government to an extension.

(d) Performance under the option period shall continue at the same performance level specified for the basic contract.

(e) The option to extend the term of the contract shall be exercised not later than three (3) days before the expiration date of the contract.

(f) The option is deemed exercised when mailed or otherwise furnished to the contractor.

(g) If the contracting officer exercises this option, the extended contract shall be considered to include this option clause and the minimum and maximum quantities specified in the award for that option period will apply. The modification exercising the option will also modify ordering DSCP clause 52.217-9P16, Effective Period of Contract-Indefinite-Delivery to cover the base ordering period and the additional option period(s) exercised to date.

(h) The total duration of any options exercised under this clause, shall not exceed 4 YEARS.

(i) The following provisions apply only to negotiated acquisitions:

(1) If an option has been priced under this solicitation and is to be exercised at time of award of the basic contract, the submission of certified cost or pricing data shall be required prior to award where the combined dollar value of the basic contract and option exceeds $550,000, unless an exemption thereto is appropriate in accordance with FAR 15.403-1.

(2) Prior to the award of any contract which will contain one or more priced options totaling $550,000 or more, the submission of certified cost or pricing data covering the basic contract and the option(s) shall be required regardless of when the option(s) may be exercised, unless an exemption thereto is appropriate in accordance with FAR 15.403-1.

Annual Estimated Quantity refers to the Government's good faith estimate of the requirements for each item during a specified contract year. PGC refers to Product Group Code, which comprises all sizes associated with the line nomenclature.

TIME OF DELIVERY

Material ordered under the terms of this contract shall be delivered within __*__ days after the date of the order. Notwithstanding any other provisions/clauses of this contract, no deliveries shall be made prior to issuance of delivery order (DD Form 1155).

Unless delivery is identified elsewhere in the solicitation as an evaluation factor, Offerors are encouraged to conform their delivery terms as closely as possible to the delivery days REQUIRED, and there will be no evaluation preference, or penalty for faster delivery. Offering a greater number of delivery days than the REQUIRED DELIVERY SCHEDULE may result in the offer not being considered, however the Government reserves the right to consider offered delivery times that EXCEED the number of delivery days required by the Government. Delivery is REQUIRED by the Government in accordance with the following schedule:

* 150 Days for Initial Order, 90 Days for any subsequent delivery orders.

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DLAD 52.216-9023 ADDITIONAL ORDERING LIMITATION (APR 2008) – DLAD

(a) The Government shall not be required to order under this contract any quantity of an item of supply, of which the Contractor has failed to make timely delivery on:

(1) a previous order issued under this contract, or

(2) on a contract or order separate and apart from this contract, unless the Contracting Officer determines that the failure to make timely delivery under the previous delivery order, or other contract or order, was due to causes beyond the control and without the fault or negligence of the Contractor within the meaning of the clause entitled "Default.

(b) The Government may exercise its right under this clause until such time as the Contractor cures its late delivery status with respect to the item of supply, or until the delivery order, contract or order separate from this contract is terminated or otherwise placed in a current or timely status. This provision shall not be construed as a waiver by the Government of its right of termination by default or any other of its rights contained in the contract.

2. CONTRACT CLAUSES INCORPORATED BY REFERENCE:

This contract incorporates one or more clauses by reference with the same force and effect as if they were given in full text.

The full text of any FAR, DFARS, DLAD, and DSCP solicitation clause may be accessed electronically at www.dla.mil/j- 3/j-336/icps.htm or obtained from the Contracting Officer. The clauses listed below are incorporated by reference only when checked.

CLAUSE

NUMBER TITLE DATE SOURCE

[X ] 52.211-9004 Priority Rating For Various MAR 2000 DLAD Longterm Contracts (52.211-9008 applies to all Direct Vendor Deliveries, i.e., supplies shipped directly to a customer or through a port or government Container Consolidation Point to a customer. This does not apply to depot stock deliveries.)

CLAUSE

NUMBER TITLE DATE SOURCE

[X] 52.212-9000 Changes Military Readiness MAR 2001 DLAD [ ] 52.215-9006 Javits-Wagner-O'Day Entity DEC 1997 DLAD Support - Contractor Reporting [ ] 52.217-9006 Limitations on Surge and JUL 1999 DLAD

Sustainment (S&S) Investments [X] 52.252-9P11 Effective Date of Undated AUG 1996 DSCP

Regulatory Provisions and Clauses

[X] 252.204-7004 Required Central Contractor NOV 2001 DFARS Registration

[ ] 252.217-7001 Surge Option AUG 1992 DFARS (a)(1) _______%

3. WHEN CHECKED, THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED IN FULL TEXT:

[ X ] 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from DATE OF AWARD through 365 days after date of award and through 365 days after each option invocation.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

NOTE: Ordering Activities: DSCP

[ X ] 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule.

The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

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(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after LAST SCHEDULED DELIVERY.

DELIVERY ORDER LIMITATIONS – INDEFINITE

QUANTITY CONTRACT-DEPOT STOCK ONLY (APRIL 2008)

(a) Definitions.

(1) The term, “Contract Year,”…