SPM1C110R0040.pdf

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 3/2005) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR)

SPM1C1-10-R-0040 Page 2 of 84

TABLE OF CONTENTS FOR

SOLICITATION NO: SPM1C1-10-R-0040

TITLE

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

SPM1C1-10-R-0040 Page 3 of 84

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS - SF 1449

(CONTINUATION SHEET)

1. Block 8 Offer Due Date/Local Time: _11 June 2010, 3:00pm 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: SPM1C1-10-R-0040__________ Opening/Closing Date and Time _11 May 2010 / 11 June 2010___

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: SPM1C1-10-R-0040_______________________ Opening/Closing Date and Time _ 11 May 2010 / 11 June 2010____________

[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.

SPM1C1-10-R-0040 Page 4 of 84

(CONTINUATION SHEET) (cont.)

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.)

SPM1C1-10-R-0040 Page 5 of 84

CAUTION NOTICE

Offers are cautioned that ALL components must be of domestic origin in compliance with clause 252.225- 7012, Preference for Certain Domestic Commodities (DEC 2008), as contained on page 76 of this solicitation.

This solicitation includes domestic preference requirements as identified in the Berry Amendment.

With regard to your offer under this solicitation, and any amendments thereto, the offeror shall confirm, in writing, compliance with the following:

Section 833 of the National Defense Authorization Act for Fiscal Year 2006 added language to 10 U.S. C.

2533a, requiring that all articles or items of "clothing", including the materials and components thereof, purchased by the Department of Defense be grown, reprocessed, reused, or produced in the United States, other than sensor, electronics or other items added to, and not normally associated with, clothing (and the materials and components thereof).

Very Important: The vendor must certify their agreement to these terms by signing the certification located on the last page of this solicitation.

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CAUTION NOTICE - STOP SHIPMENT DELAYS AND REJECTIONS! (MAR 2004) DSCP

For deliveries to New Cumberland DDC depot or the 3PL-Third Party Logistics locations (Travis Industries for the Blind, Lion Vallen Industries, Peckham Vocational Industries), ensure your Government or Commercial Bills of Lading are correctly annotated with the following information in the description of articles:

Weight Pieces National Stock Number(s) (NSNs) Contract Number

For New Cumberland only, also include:

Door #s 113-134 - Mission Delivery (storage) -- or -- Door #s 135-168 - Container Consolidation Point (CCP) Delivery(OCONUS) (whichever applies to your freight)

For the 3PL sites only, also include:

Shipment number

Delivery appointments are required for these locations. Your truckers/dispatchers/brokers/etc. should have the above information readily available when calling to schedule delivery appointments as follows:

New Cumberland DDC - 717.770.6969 Travis Association for the Blind – 512.615.4701 Peckham Vocational Industries – 517.316.4110 Lion Vallen Industries – 757.923.1511

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STOP SHIPMENT DELAYS AND REJECTIONS!

For deliveries to New Cumberland depot, ensure your Government or Commercial Bills of Lading are correctly annotated with the following information in the description of articles:

Weight Pieces National Stock Number(s) (NSNs) Contract Number Door #s 113-134 – Mission Delivery (storage)

-- or -- Door #s 135-168 – Container Consolidation Point (CCP) Delivery (OCONUS) (whichever applies to your freight)

Your truckers/dispatchers/ brokers/etc. should have this information readily available when they phone 717.770.6969 for a delivery appointment to Pre-Lodge.

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The Directorate of Clothing and Textiles (C&T) requires electronic invoicing on all contracts unless another method is mutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and the payment office.

UTILIZATION OF WIDE AREA WORKFLOW – RECEIPTS AND ACCEPTANCE (WAWF-RA) IN

CONJUNCTION WITH DFARS 252.232-7003, Electronic Submission of Payment Requests (Jan 2004)

The Directorate of Clothing and Textiles utilizes VIM-ASAP, which is short for DLA Virtual Item Manager ARN Supply-Chain Automated Processing, to transmit data to WAWF-RA. VIM- ASAP is the only authorized method to electronically process requests for payment to WAWF-RA for the Directorate of Clothing and Textiles. VIM-ASAP will give you visibility of contract information, track production status and print labels. VIM-ASAP pre-populates contract data on your invoices, such as unit price, contract numbers, item numbers, addresses, and many other fields that will save you labor and time.

Advanced Shipment Notifications (ASNs) associated with DFARS clause 252.211-7006, Radio Frequency Identification (NOV 2005) are sent via VIM-ASAP to WAWF-RA processes.

Please contact the VIM-ASAP help desk at 888-940-7348 to get started today!

For questions about sending Electronic Data Interchange invoices (810-invoice transactions), or for questions about invoice preparation, just call the DFAS Customer Service Resource Center at 1-800-756-4571, or

Call DSCP DFAS liaisons listed below for assistance:

Camille Conaway 1-215-737-4406

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

***** Please Note:

Don’t let the following common invoicing errors delay your payments any longer:

Missing or Erroneous Contract Number Missing Call/Delivery Order Number Missing or Erroneous Shipment Number Failure to Mark DD250 as an Original Invoice Failure to Distribute a Copy of the DD250 to the Contract Administration Office Terminal Contract Line Item Number (CLIN) is Omitted, Incorrect or Does Not Match that Appearing in the

Contract Missing or Erroneous Unit of Issue Quantity and Price are Incorrect Wrong Pay Office on Invoice

Here are three things you can do to speed your invoice payments:

http://www.dfas.mil/money/vendor/� http://www.dfas.mil/�

SPM1C1-10-R-0040 Page 9 of 84 Be sure your original invoice is properly completed and legible.

Submit your invoices electronically using the Web Invoicing System (WInS). It's fast, accurate, and costs you nothing! Learn more at the WInS Home Page, at: https://www.ecweb.dfas.mil/notes/, and start using WInS with your next invoice! or

If you currently receive delivery orders electronically, you could benefit by using an 810-invoice transaction.

Web Invoicing eliminates postage, snail mail, and much paperwork, and gets the invoice/voucher into the DFAS system usually within 24 hours. Web Invoicing is free to vendors doing business with the Government. You just enter the appropriate information and send your invoice to DFAS electronically. It provides help text and pull-down menus in many fields. For more specific questions, contact Janice Hockman (703) 607-5111, Kirsten Larco (703) 607-4920 or Debra Jones (703) 607-2082

For questions about sending Electronic Data Interchange invoices (810-invoice transactions), contact Mr.

Bud Wellens at (215) 737-2778.

For questions about paper invoice preparation, just call the DFAS Customer Service Resource Center at 1- 800 756-4571, or

Call DSCP DFAS liaison listed 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 https://www.ecweb.dfas.mil/notes/� http://www.dfas.mil/money/vendor/� http://www.dfas.mil/�

SPM1C1-10-R-0040 Page 10 of 84

NOTICE TO OFFERORS

Proposals will be evaluated for both technical merit and price reasonableness following the evaluation procedures in this solicitation. In order to provide full consideration of your qualification for contract award, you are encouraged to ensure that the information furnished in support of your technical proposal is factual , accurate and complete.

The Department of Defense (DoD) is committed to applying “Best Value” contracting as a means to rely on industry for timely delivery of quality products, while reducing the Government’s administrative costs associated with contractor oversight. To this end, we are evaluationg factors in addition to price under this solicitation.

PRODUCTION DEMONSTRATION MODEL – CAUTION NOTICE

IT IS ESSENTIAL THAT ALL OFFERORS READ AND UNDERSTAND THIS NOTICE:

This solicitation requires submission of Product Demonstration Models (PDM) at time of closing as specified in this document. The purpose of the PDM is to demonstrate the offeror’s ability to translate from the specification to the actual end item. This will also confirm the offeror’s degree of understanding of the requirments of the specification and solicitation. The PDM will demonstrate the offeror’s capability to produce the end item free of defects and in accordance with the Specification, Commercial Item Description or Purchase Decription. Consequently, this solicitation will permit only an initial submission of the PDM with the offeror’s proposal at the time and date of the initial closing of the solicitation; offerors will not be given the opportunity to present subsequent submissions to correct deficiences noted in the Government’s evaluation of the initial PDMs. Therefore, it is imperative that offerors put forth their best efforts in constructingthese PDMs. Any correction to the PDM will not be permitted and will not be accepted by the Government. In any resulting contract, only the specifications, standards, patterns, drawings, etc, sited in the contract will control complaiance.

FAILURE TO SUBMIT A PDM WILL CAUSE THE OFFEROR’S ENTIRE PROPOSAL TO BE

REJECTED.

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(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.

CLIN 0001

JUMPER, BLUE WOOL SERGE

NSN: VARIOUS

PGC: 01666

U/I: EA

PERIOD

AEQ

UNIT PRICE

(CMT)*

TOTALS

BASE PERIOD 48,240

OPTION 1 48,240

OPTION 2 48,240

OPTION 3 48,240

OPTION 4 48,240

TOTAL

GUARANTEED YEARLY MINIMUM IS 25% OF ANNUAL ESTIMATED DOLLAR VALUE.

The term, “Annual Estimated Quantity,” refers to the Government's good faith estimate of the requirements for each item during a specified contract year. If no specific contract year is cited, the annual estimated quantity shall apply to each and every contract year during the period of the contract, including each option year, if any.

The term, “Guaranteed Minimum,” is that minimum quantity, or that minimum dollar value, which the Government will guarantee the Contractor for the effective period of the contract

*FOR PURPOSES OF EVALUATION, PROVIDE ONLY CUT-MAKE-TRIM PRICES AS UNIT

PRICE.

CUT-MAKE-TRIM PRICING REFERS TO THE PRICE OF THE ITEM EXCLUSIVE OF THE

COSTS OF MATERIAL AS MATERIAL WILL BE GOVERNMENT FURNISHED.

GOVERNMENT FURNISHED MATERIAL WILL BE PROVIDED UNDER NSN 8305-00-350-

5647(s), AND IS VALUED AT $21.15, ADDITIONAL DETAILS CAN BE FOUND IN CLAUSE 52.245-9012 GOVERNMENT-FURNISHED PROPERTY CLOTH ONLY (Jul 2008).

BASE PERIOD LENGTH IS 365 DAYS.

ALL OPTIONS WILL NOT EXCEED ONE YEAR IN DURATION.

SPM1C1-10-R-0040 Page 12 of 84

ITEM DESCRIPTION:

REFER TO ATTACHMENT TO SOLICITATION.

DELIVERY FOB: DESTINATION

INSPECTION/ACCEPTANCE: ORIGIN

QTY VARAINCE: PLUS: 2% MINUS 0%

INSP/ACCEPT POINT: SEE CLAUSE 52.246-9008

PREP FOR DELIVERY:

REFER TO ATTACHMENT TO SOLICITATION

PARCEL POST/FREIGHT ADDRESS:

DELIVERY DESTINATION:

SD0119

PECKHAM VOCATIONAL INDUSTRIES INC.

4110 N. GRAND RIVER

LANSING, MI 48906

DELIVERY SCHEDULE:

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:

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

CONTINUED ON NEXT PAGE

SPM1C1-10-R-0040 Page 13 of 84

SECTION B

UPC CODES

UPC NSN Size

718020142081 8405010761911 36 SHT

718020142098 8405010761912 36 REG

718020142104 8405010761913 36 LONG

718020142111 8405010761915 38 SHT

718020142128 8405010761916 38 REG

718020142135 8405010761917 38 LONG

718020142142 8405010761918 38 X-LG

718020142159 8405010761919 40 SHT

718020142166 8405010761920 40 REG

718020142173 8405010761921 40 LONG

718020142180 8405010761922 40 X-LG

718020142197 8405010761923 42 SHT

718020142203 8405010761924 42 REG

718020142210 8405010761925 42 LONG

718020142227 8405010761926 42 X-LG

718020142234 8405010761927 44 SHT

718020142241 8405010761928 44 REG

718020142258 8405010761929 44 LONG

718020142265 8405010761930 44 X-LG

718020142272 8405010761931 46 SHT

718020142289 8405010761932 46 REG

718020142296 8405010761933 46 LONG

718020142302 8405010761934 46 X-LG

718020142319 8405010761935 48 REG

718020142326 8405010761936 48 LONG

718020142333 8405010761937 48 X-LG

718020142340 8405010761939 50 REG

718020142357 8405010761940 50 LONG

718020142364 8405010761941 50XL

718020142371 8405010761942 52R

718020305943 8405010761899 52L

718020305950 8405010761900 52XL

000000000000 8405000JMP143 Special Measurement

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SOLICITATION RESPONSE SHEET FOR “NO OFFER”

Solicitation No.: SPM1C1-10-R-0040_____________

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: __________________________________________________________

SPM1C1-10-R-0040 Page 15 of 84

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--

(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;

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

SPM1C1-10-R-0040 Page 16 of 84

(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.

(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.

(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.

SPM1C1-10-R-0040 Page 17 of 84 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

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

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

(j) Risk of Loss.

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

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

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

(k) Taxes.

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

(l) Termination for the Government’s Convenience.

The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for Cause.

SPM1C1-10-R-0040 Page 18 of 84 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. 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 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.

SPM1C1-10-R-0040 Page 19 of 84

(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 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 [ X ] (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).

[ X ] (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. This will only apply to Special Measurement and DVD Orders.

[ X ] (o) Warranty of Supplies of a NonComplex Nature is hereby provided as an addendum to 52.212-4(o) and is denoted below in full text.

ADDENDUM TO 52.212-4 (a)

52.246-2 Inspection of Supplies -- Fixed-Price (Aug. 1996)

(a) Definition. “Supplies,” as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of http://www.ccr.gov/�

SPM1C1-10-R-0040 Page 20 of 84 Government inspections or tests made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)

(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either

(1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or

(2) terminate the contract for default.

Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)

(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time --

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract; and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor

(1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer;

provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

SPM1C1-10-R-0040 Page 21 of 84 ADDENDUM TO 52.212-4 (o)

Warranty of Supplies of a Noncomplex Nature

(a) Definitions. As used in this clause--

“Acceptance” means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing supplies, or approves specific services as partial or complete performance of the contract.

“Supplies” means the end items furnished by the Contractor and related services required under the contract. The word does not include “data.”

(b) Contractor’s obligations.

(1) Notwithstanding inspection and acceptance by the Government of supplies furnished under this contract, or any condition of this contract concerning the conclusiveness thereof, the Contractor warrants that for _12 months

(i) All supplies furnished under this contract will be free from defects in material or workmanship and will conform with all requirements of this contract; and

(ii) The preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such supplies will conform with the requirements of this contract.

(2) When return, correction, or replacement is required, transportation charges and responsibility for the supplies while in transit shall be borne by the Contractor. However, the Contractor’s liability for the transportation charges shall not exceed an amount equal to the cost of transportation by the usual commercial method of shipment between the place of delivery specified in this contract and the Contractor’s plant, and return.

(3) Any supplies or parts thereof, corrected or furnished in replacement under this clause, shall also be subject to the terms of this clause to the same extent as supplies initially delivered. The warranty, with respect to supplies or parts thereof, shall be equal in duration to that in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies

(4) All implied warranties of merchantability and “fitness for a particular purpose” are excluded from any obligation contained in this contract.

(c) Remedies available to the Government.

(1) The Contracting Officer shall give written notice to the Contractor of any breach of warranties in paragraph (b)(1) of this clause within 45 days

(2) Within a reasonable time after the notice, the Contracting Officer may either --

(i) Require, by written notice, the prompt correction or replacement of any supplies or parts thereof (including preservation, packaging, packing, and marking) that do not conform with the requirements of this contract within the meaning of paragraph (b)(1) of this clause; or

(ii) Retain such supplies and reduce the contract price by an amount equitable under the circumstances.

(3)

(i) If the contract provides for inspection of supplies by sampling procedures, conformance of supplies or components subject to warranty action shall be determined by the applicable sampling procedures in the contract. The Contracting Officer --

(A) May, for sampling purposes, group any supplies delivered under this contract;

(B) Shall require the size of the sample to be that required by sampling procedures specified in the contract for the quantity of supplies on which warranty action is proposed;

SPM1C1-10-R-0040 Page 22 of 84

(C) May project warranty sampling results over supplies in the same shipment or other supplies contained in other shipments even though all of such supplies are not present at the point of reinspection; provided, that the supplies remaining are reasonably representative of the quantity on which warranty action is proposed; and

(D) Need not use the same lot size as on original inspection or reconstitute the original inspection lots.

(ii) Within a reasonable time after notice of any breach of the warranties specified in paragraph (b)(1) of this clause, the Contracting Officer may exercise one or more of the following options:

(A) Require an equitable adjustment in the contract price for any group of supplies.

(B) Screen the supplies grouped for warranty action under this clause at the Contractor’s expense and return all nonconforming supplies to the Contractor for correction or replacement.

(C) Require the Contractor to screen the supplies at locations designated by the Government within the contiguous United States and to correct or replace all nonconforming supplies.

(D) Return the supplies grouped for warranty action under this clause to the Contractor (irrespective of the f.o.b. point or the point of acceptance) for screening and correction or replacement.

(4)

(i) The Contracting Officer may, by contract or otherwise, correct or replace the nonconforming supplies with similar supplies from another source and charge to the Contractor the cost occasioned to the Government thereby if the Contractor --

(A) Fails to make redelivery of the corrected or replaced supplies within the time established for their return; or

(B) Fails either to accept return of the nonconforming supplies or fails to make progress after their return to correct or replace them so as to endanger performance of the delivery schedule, and in either of these circumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.

(ii) Instead of correction or replacement by the Government, the Contracting Officer may require an equitable adjustment of the contract price. In addition, if the Contractor fails to furnish timely disposition instructions, the Contracting Officer may dispose of the nonconforming supplies for the Contractor’s account in a reasonable manner. The Government is entitled to reimbursement from the Contractor, or from the proceeds of such disposal, for the reasonable expenses of the care and disposition of the nonconforming supplies, as well as for excess costs incurred or to be incurred.

The rights and remedies of the Government provided in this clause are in addition to and do not limit any rights afforded to the Government by any other clause of this contract.

SPM1C1-10-R-0040 Page 23 of 84

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) http://www.dla.mil/j-3/j-336/icps.htm�…