SPM2DP-13-R-0007_PPV-Global_Solicitation.pdf

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SOLICITATION SPM2DP-13-R-0007

SOLICITATION # SPM2DP-13-R-0007

PHARMACEUTCIAL PRIME VENDOR - GLOBAL (PPV-G) SOLICITATION

“TO SUPPORT THE CONUS & OCONUS PHARMACY PROGRAMS”

CAUTION NOTICE

CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012)

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

This solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act (31 U.S.C. 3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

WIDE AREA WORK FLOW (WAWF): The Department of Defense is mandating use of the Wide Area Work Flow (WAWF). The awarded PPV(s) will be required to use WAWF. Wide Area Workflow is a secure Web-based system for electronic invoicing, receipt and acceptance.

WAWF creates a virtual folder to combine the three documents required to pay a Vendor - the Contract, the Invoice, and the Receiving Report. The WAWF application enables electronic form submission of Invoices, government inspection, and acceptance documents in order to support DoD's goal of moving to a paperless acquisition process. WAWF helps to mitigate

DEFENSE LOGISTICS AGENCY

TROOP SUPPORT

700 ROBBINS AVENUE

PHILADELPHIA, PENNSYLVANIA 19111-5092

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interest penalty payments due to lost or misplaced documents and highlights Vendor offered discounts so that the DoD benefits on both fronts, in addition to streamlining the whole process from weeks to days or minutes.

For additional information regarding WAWF, see Section L of the Statement of Work.

This solicitation includes both an Unrestricted portion and a Set-Aside portion.

SMALL BUSINESS SET-ASIDE PORTION. The Upper Prairie region (Line Items 0005AA, 0005BB, 0005CC, and 0005DD) is reserved for small business concerns only.

CONTRACT TYPE. The Government intends to award a Firm Fixed-Price Requirements contract.

PURPOSE OF SOLICITATION. The Defense Logistics Agency (DLA) Troop Support Medical Supply Chain is hereby soliciting offers to select Pharmaceutical Prime Vendor (PPV) distributors to provide pharmaceutical products for the PPV GLOBAL Solicitation (PPV-G).

PPV-G refers to the Program name. The Regions are: North/Europe, South/SOUTHCOM, West/Pacific, Designated Providers (DPs)/Other Government Agencies (OGAs), Upper Prairie (Small Business Set-Aside), and a Back-Up Supplier (BS). The PPV will need to provide next day deliveries (Mon–Fri) to the PPV customers. Business & Technical Proposals are to be assembled in accordance with clause 52.212-1, Addendum #2.

LOWEST PRICE TECHNICALLY ACCEPTABLE ACQUISITION. This is a Lowest Price Technically Acceptable (LPTA) Acquisition. The offerors will be evaluated based on the Government’s minimum technical requirements as stated in the Solicitation. An award will be made to the responsible offeror(s) whose proposal is determined to be technically acceptable and provides the lowest evaluated price.

REVERSE AUCTION. NOTICE: This solicitation contains the DLAD provision 52.215- 9023 for Reverse Auction (RA). If the Government determines to use the Reverse Auction process, the Government intends to conduct the Reverse Auction for all lines simultaneously but reserves the right to conduct a Reverse Auction for one or more lines separately if it is determined to be in the Government’s best interest. The Government will conduct an RA with all firms in the Competitive Range. Those firms removed from the competitive range will be notified in writing prior to the Government conducting the RA. The Reverse Auction vendor provides the tool/software that allows for the Reverse Auction. By submitting an offer, the offeror consents that the RA vendor may have access to its submitted data for the purpose of the Reverse Auction. The Reverse Auction vendor will have a confidentiality agreement in place.

SUBCONTRACTING PLAN. All large business offerors must submit a Subcontracting Plan with its offer. Instructions for submitting the subcontracting plan are included in FAR 52.212-

1. Contractors are required to report their progress on subcontracting goals to the electronic Subcontracting Reporting System (eSRS) twice a year. eSRS is an internet-based tool that streamlines the process of reporting on subcontracting plans and provides agencies with access to analytical data on subcontracting performance. More information on eSRS can be found at DGPA 19.7: https://www.troopsupport.dla.mil/contract/dgpa/dgpa19.asp#dgpa19_706 and www.esrs.gov.

https://www.troopsupport.dla.mil/contract/dgpa/dgpa19.asp#dgpa19_706 http://www.esrs.gov/

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ADVISORY AND ASSISTANCE SERVICES. DLA Troop Support will utilize a Non- Government employee of CACI, Inc. - Federal as an advisor to assist in the review of Technical Requirement #2 – War Readiness Material (WRM) in the Source Selection Process. Non- Government advisors may assist in and provide input regarding the evaluation, but they will not determine ratings or rankings of offeror’s proposals. The Non-Government employee above will be bound by a Non-Disclosure/Conflict of Interest statement to protect proprietary and source selection information. Any objections to the specified use of the firm stated above (CACI, Inc.- Federal) shall be submitted to the Contracting Officer within twenty (20) calendar days of the issuance of the solicitation. Submission of a proposal without such objection will be considered as consent to the specified use of the firm stated above.

SALES DATA. The most recent PPV sales data is available for reference purposes only at the following link under the title “PPV Sales Data FY 2012” https://www.medical.dla.mil/Portal/PrimeVendor/PvPharm/PharmPVOverview.aspx https://www.medical.dla.mil/Portal/PrimeVendor/PvPharm/PharmPVOverview.aspx

Table of Contents

SOLICITATION SECTIONS & TITLES PAGE

Caution Notice I - III

Standard Form (SF) 1449, Solicitation/Contract/Order for Commercial Items 1

Table of Contents 2

Continuation of any block(s) from SF 1449--

-Block 8 (Offer Date/Time) 4

-Block 9 (Offer Submission Addresses) 4

-Blocks 17a & b DUNS Number and Remittance Address 5

Schedule of Supplies/Services (PPV CONUS/OCONUS and WRM Distribution Fees) 6

Solicitation Response Sheet for “No Offer” 11

CONTRACT CLAUSES, DOCUMENTS, ENCLOSURES OR ATTACHMENTS--

FAR 52.212-4, Contract Terms and Conditions—Commercial Items; Reference Note 12

-Addendum to FAR 52.212-4, Contract Terms and Conditions - Commercial Items 17

FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items 20

Additional Full Text Clauses 25 PPV GLOBAL Solicitation Contract Statement of Work (SOW) 27-117 Enclosure 1: Monthly Consumption Data Report Format 118

SOLICITATION PROVISIONS, DOCUMENTS, ENCLOSURES OR ATTACHMENTS--

FAR 52.212-1, Instructions to Offerors - Commercial Items-Reference Note and Addendum 123

FAR 52.212-1, Addendum #1 – Instructions to Offerors “ “ (b) Submission of Offers; 123 “ “ (c) Period for Acceptance of Offers 123 “ “ (e) Multiple Offers 123 “ “ (g) Contract Award 123 “ “ (h) Multiple Awards 123 “ “ (j) Data Universal Numbering System (DUNS) 123

REVERSE AUCTION DLAD 52.215-9023 124

SOLICITATION SECTIONS & TITLES (continued)

FAR 52.212-1, Addendum #2 – Preparation & Organization of Proposals “ “ (a) Technical Proposal 126 “ “ (b) Business Proposal 126

FAR 52.212-1, Addendum #3 – Volume 1- Technical Proposal Submission 127 “ “ Technical Requirements “ “ (1) Demonstration of Capability to Meet PPV Day-to-Day 127

“ “ (2) Demonstration of Capability to Meet Surge and Sustainment (WRM) 128

FAR 52.212-1, Addendum #4 – Past Performance 129

FAR 52.212-1, Addendum #5 – Volume 2- Business Proposal Submission 129 “ Organization of Distribution Fee Content 129

FAR 52.212-2 Evaluation – Commercial Items 130 “ (a)(i)(1) Demonstration of Capability to Meet PPV Day-to-Day 131 “ (a)(i)(2) Demonstration of Capability to Meet Surge and Sustainment (WRM)

“ (a)(ii) Past Performance 132 “ (a)(iii) Overall Technical Evaluation 133 “ (a)(iv) Lowest Evaluated Price 134 “ (a)(v) Initial Evaluation 134 “ (a)(vi) Final Evaluation 135 “ (a)(vii) Award Selection 135 “ (a)(viii)Post Award Conference 135 FAR 52.212-3 Offeror Representations & Certifications -- Commercial Items 136 -Addendum to FAR 52.212-3,

- Attachment: 252.225-7035 Trade Agreements Certificate 145 Additional Full Text Provisions 149

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS - SF 1449

(CONTINUATION SHEET)

Continuation of Blocks from SF 1449

1. Block 8 Offer Due Date/Local Time: November 04, 2013 3:30 PM EST

2. Block 9 (continued)

Mailed offers should be sent to:

DLA Troop Support Post Office Box 56667 Philadelphia, PA 19111-6667

Solicitation No: SPM2DP-13-R-0007 Opening Date and Time: September 19, 2013

Closing Date and Time: November 04, 2013 3:30 PM EST

Handcarried Offers should be delivered to:

DLA Troop Support Business Opportunities Office Building 36, 2nd Floor 700 Robbins Avenue Philadelphia, PA 19111-5092

Solicitation No: SPM2DP-13-R-0007 Opening Date and Time: September 19, 2013

Closing Date and Time: November 04, 2013 3:30 PM EST

[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 3:30 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.

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS - SF 1449

(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.)

Blocks 19-24 Item No., Schedule of Supplies/Services, Quantity, Unit:

PHARMACEUTICAL PRIME VENDOR

ALL PPV SALES ESTIMATES BASED ON FY 2012 SALES (WHICH INCLUDES A 4% INCREASE FOR

INFLATION)

BASE PERIOD

REQUIREMENTS &

TIME PERIOD

PHARMACEUTICAL PRIME

VENDOR

LINE ITEM

NO.

PROPOSED

DISTRIBUTION FEE

Normal Day-To-Day &

War Readiness Materiel (WRM) PPV Sales

Sales estimate includes Normal Day-To- Day PPV sales combined with War

Readiness Materiel (WRM) sales for CONUS and OCONUS customers.

Offerors must only offer one distribution fee per each line item.

The WRM breakout is as follows:

North & EUCOM $649,934 South & SOUTHCOM $589,518 West & PACOM $591,348

Initial 30 month Base period Global Region North/Europe Sales Estimate:

$1,521,302,107

0001AA %

Initial 30 month Base period Global Region South/SOUTHCOM Sales Estimate:

$1,377,593,340

0002AA %

Initial 30 month Base period Global Region West/Pacific Sales Estimate:

$1,385,509,480

0003AA %

DPs / OGAs Sales estimate includes all

DPs & OGAs

Initial 30 month Base period Designated Providers (DPs)/Other Government Agencies (OGAs) Sales Estimate:

$326,043,513

0004AA %

Upper Prairie Region Sales estimate for the Small Business Set-Aside portion includes North and

South Dakota

Initial 30 month Base period Upper Prairie Region SBSA Sales Estimate:

$16,789,782

0005AA %

Back-up Supplier Applies to all Global Regions, DPs, OGAs, the Upper Prairie Region and all PPV DVD orders.

Initial 30 month Base period All Global Regions DPs, OGAs and Upper Prairie Sales Estimate:

$92,041,972

0006AA %

OPTION PERIOD 1

PHARMACEUTICAL PRIME VENDOR

LINE ITEM

NO.

PROPOSED

DISTRIBUTION

FEE

PPV Sales Sales estimate includes Normal Day-To-Day

PPV sales combined with War Readiness Materiel (WRM) sales for CONUS and

OCONUS customers.

Offerors must only offer one distribution fee per each line item.

The WRM breakout is as follows:

North & EUCOM $1,006,611 South & SOUTHCOM $913,038 West & PACOM $915,874

1st 30 month Option period Global Region North/EUCOM Sales Estimate:

$2,073,090,371

0001BB %

1st 30 month Option period Global Region South/SOUTHCOM Sales Estimate:

$1,877,257,303

0002BB %

1st 30 month Option period Global Region West/PACOM Sales Estimate:

$1,888,044,688

0003BB %

DPs / OGAs Sales estimate includes all

DPs & OGAs

1st 30 month Option period Designated Providers (DPs)/Other Government Agencies (OGAs) Sales Estimate:

$444,302,065

0004BB %

Upper Prairie Region Sales estimate for the Small Business Set-Aside portion includes North and South Dakota

1st 30 month Option period Upper Prairie Region SBSA Sales Estimate:

$22,879,568

0005BB %

Back-up Supplier Applies to all Global Regions, DPs, OGAs, the Upper Prairie Region and all PPV DVD orders.

1st 30 month Option period All Global Regions DPs, OGAs and Upper Prairie Sales Estimate:

$125,426,321

0006BB %

OPTION PERIOD 2

PHARMACEUTICAL PRIME

VENDOR

LINE ITEM

NO.

PROPOSED

DISTRIBUTION FEE

PPV Sales

Sales estimate includes Normal Day-To-Day PPV sales combined with War Readiness Materiel (WRM) sales for CONUS and

OCONUS customers.

Offerors must only offer one distribution fee per each line item.

The WRM breakout is as follows:

North & EUCOM $1,114,678 South & SOUTHCOM $1,011,060 West & PACOM $1,014,200

2nd 30 month

Global Region North/EUCOM Sales Estimate:

$2,295,652,637

0001CC %

2nd 30 month Option period Global Region South/SOUTHCOM Sales Estimate:

$2,078,795,375

0002CC %

2nd 30 month Option period Global Region West/PACOM Sales Estimate:

$2,090,740,869

0003CC %

DPs / OGAs Sales estimate includes all

DPs & OGAs

2nd 30 month Option period Designated Providers (DPs)/Other Government Agencies (OGAs) Sales Estimate:

$492,001,325

0004CC %

Upper Prairie Region Sales estimate for the Small Business Set- Aside portion includes North and South

Dakota

2nd 30 month Option period Upper Prairie Region SBSA Sales Estimate:

$25,335,866

0005CC %

Back-up Supplier Applies to all Global Regions, DPs, OGAs, the Upper Prairie Region, and all PPV DVD orders.

2nd 30 month

All Global Regions DPs, OGAs and Upper Prairie Sales Estimate:

$138,891,804

0006CC %

OPTION PERIOD 3

PHARMACEUTICAL PRIME

VENDOR

LINE

ITEM

NO.

PROPOSED

DISTRIBUTION

FEE

PPV Sales

Sales estimate includes Normal Day-To- Day PPV sales combined with War

Readiness Materiel (WRM) sales for CONUS and OCONUS customers.

Offerors must only offer one distribution fee per each line item.

The WRM breakout is as follows:

North & EUCOM $1,224,696 South & SOUTHCOM

$1,110,851 West & PACOM $1,114,301

3rd 30 month

Global Region North/EUCOM Sales Estimate:

$2,522,231,417

0001DD %

3rd 30 month Option period Global Region South/SOUTHCOM Sales Estimate:

$2,283,970,546

0002DD %

3rd 30 month Option period Global Region West/PACOM Sales Estimate:

$2,297,095,050

0003DD %

DPs / OGAs Sales estimate includes all

DPs & OGAs

3rd 30 month Option period Designated Providers (DPs)/Other Government Agencies (OGAs) Sales Estimate:

$540,561,397

0004DD %

Upper Prairie Region Sales estimate for the Small Business Set-Aside portion includes North and

South Dakota

3rd 30 month Option period Upper Prairie Region SBSA Sales Estimate:

$27,836,493

0005DD %

Back-up Supplier Applies to all Global Regions, DPs, OGAs, the Upper Prairie Region and all PPV DVD orders.

3rd 30 month Option period All Global Regions DPs, OGAs and Upper Prairie Sales Estimate:

$152,600,297

0006DD %

NOTE: In accordance with the provisions of FAR clause 52.217-9, the Government reserves the right not to exercise all of the option periods. The Distribution Fee represents the percentage that is applied to the price of the product upon ordering pharmaceutical items under the PPV Program that have an established Government contracted price. Different distribution fees can be submitted for each option period.

The offeror is required to submit its distribution fees for each line item as stated above. The Reverse Auction process may be used to determine the final distribution fees for purposes of evaluation for award.

The Government intends to make multiple Primary Supplier awards for this procurement. The intent is to have at least two different contractors awarded under the unrestricted portion of this solicitation. This course of action will ensure that no one Primary Supplier receives an award for all of the Military Services’ pharmaceutical requirements. This diversification increases DoD’s access to vital pharmaceuticals during times of contingency or natural disasters. Global regions have similar but different dollar values. The offerors may propose offers combining Regions i.e.

Region 0001 and 0002, Regions 0001 and 0003, Regions 0002 and 0003, and can add line 0004 (DPs/OGAs) to any of the aforementioned combinations. Vendors may offer alternative pricing that is conditioned on award of more than one Primary Region. For example, an offeror may wish to offer discounted distribution fees in the event they are awarded two or more Primary Regions. The Government reserves the right to make award to the combination of proposals that result in the lowest overall price. In such case, the Government intends to make at least two awards to ensure support for WRM and national emergency requirements. However, the Government reserves the right to make a single award if the Contracting Officer determines it is in the government’s best interest. The Government cannot predetermine the order that lines will be awarded. The Government will make awards based on the evaluation criteria cited in the solicitation. However, the Government reserves the right to make awards of multiple lines to the same contractor, if the Government deems that it is in the Government’s best interest. In order to ensure that multiple sources are available and to ensure the continuous availability of reliable sources of supplies, the Government reserves the right to exclude, under the authority of FAR 6.202, an awardee under this solicitation from being eligible for multiple lines under this solicitation. A vendor who is awarded a contract as a Primary Supplier will be ineligible as an awardee for the Backup region (Line 0006). Award(s) will be made on a line item basis with separate awards for each line item. Line items are for separate requirements/regions and orders will not be competed since this is a requirements contract with separate requirements for each line item and not a multiple award contract.

Solicitation Response Sheet for “No Offer” FOR: Establishment of a Prime Vendor to supply pharmaceuticals for the Pharmaceutical Prime Vendor (PPV) Contract. Please complete and submit this form if not submitting an offer.

OFFER DUE DATE/LOCAL TIME: November 04, 2013 3:30 PM EST

REASON FOR “NO OFFER” IS AS FOLLOWS:

CANNOT COMPLY WITH SPECIFICATION/STATEMENT OF WORK

CANNOT MEET DELIVERY REQUIREMENT

NO OPEN PRODUCTION CAPACITY AT PLANT

DO NOT REGULARLY MANUFACTURE OR SELL TYPE OF ITEMS INVOLVED

OTHER (SPECIFY)

WE DO WE DO NOT DESIRE TO BE RETAINED ON THE MAILING LIST

FOR FUTURE PROCUREMENT OF THE TYPE OF ITEM(S)

INVOLVED

NAME AND ADDRESS OF FIRM (INCLUDE ZIP CODE)

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURE: _____________________________________________________

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JUL 2013)

(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;

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_233_240.html#wp1113304 https://acquisition.gov/far/current/html/52_200_206.html#wp1137572

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

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

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

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

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

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

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see

52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

(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.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 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 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage https://acquisition.gov/far/current/html/Subpart%2033_2.html#wp1079912 https://acquisition.gov/far/current/html/Subpart%2032_6.html#wp1031290 https://acquisition.gov/far/current/html/Subpart%2032_6.html#wp1031326 of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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; 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, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+160+141++%2818%29%20%25 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+1574+51++%2840%29%20%20AND%20%28%2840%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t49t50+2+224++%2849%29%20%20AND%20%28%2849%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_212_213.html#wp1203358 https://acquisition.gov/far/current/html/FormsStandard68.html#wp1189284 inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

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

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

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

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

(End of clause)

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).

[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.

Fast Payment Procedures apply to Direct Vendor Delivery (DVD) orders only, regardless of dollar value, issued against this Indefinite-Delivery contract.

THE CLAUSES LISTED BELOW ARE INCORPORATED BY REFERENCE WITH THE

SAME FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON

REQUEST, THE CONTRACTING OFFICER WILL MAKE THEIR FULL TEXT

AVAILABLE. A CLAUSE WITH AN AUTHORIZED DEVIATION IS SO MARKED AFTER

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

FAR Clauses: https://www.acquisition.gov/far/index.html DFARS Clauses: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html DLAD Clauses: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

CLAUSE NUMBER TITLE/DATE

FAR 52.203-3 Gratuites (APR 1984) (10 U.S.C. 2207) FAR 52.204-7 System for Award Management (JUL 2013) FAR 52.204-13 System for Award Management Maintenance

(JUL 2013)

FAR 52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use (Apr 2008)

FAR 52.223-3 Hazardous Material Identification and Material Safety Data (JAN 1997) https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

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

FAR 52.232-17 Interest (OCT 2010) FAR 52.232-25 Prompt Pay (JUL 2013) FAR 52.242-13 Bankruptcy (JULY 1995) FAR 52.242-15 Stop-Work Order (AUG 1989) FAR 52.246-16 Responsibility for Supplies (APR 1984) FAR 52.247-29 F.O.B. Origin (FEB 2006) FAR 52.247-34 F.O.B. Destination (NOV 1991) DFARS 252.203-7000 Requirements Relating to Compensation of Former

DoD Officials (SEP 2011) (Section 847 of Pub. L.

110-181).

DFARS 252.203-7002 Requirements to Inform Employees of Whistleblower Rights (JAN 2009)

DFARS 252.203-7003 Agency Office of the Inspector General (APR 2012) (Section 6101 of Pub. L. 110-252, 41 U.S.C. 3509 note).

DFARS 252.204-7003 Control of Government Personnel Work Product

(APR 1992)

DFARS 252.204-7004 Alternate A, Central Contractor Registration

(FEB 2013)

DFARS 252.205-7000 Provision of Information to Cooperative Agreement

Holders (DEC 1991) (10 U.S.C. 2416).

DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (DEC 2006) DFARS 252.219-7003 Small Business Subcontracting Plan (DoD

Contracts) (JUN 2012) (15 U.S.C. 637).

DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

(DEC 2012)

DFARS 252.225-7012 Preference for Certain Domestic Commodities

(FEB 2013)

DFARS 252.225-7021 Trade Agreements (AUG 2013) (19 U.S.C. 2501-

2518 and 19 U.S.C. 3301 note).

DFARS 252.225-7027 Restriction on Contingent Fees for Foreign Military

Sales (APR 2003) (22 U.S.C.2779).

DFARS 252.226-7001 Utilization of Indian Organizations, Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).

DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports (JUN 2012) (10 U.S.C. 2227).

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

DFARS 252.243-7002

DFARS 252.247-7023

DLAD 52.204-9001

Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631) Alternate I March 2012.

Electronic Order Transmission (NOV 2011)

DLAD 52.211-9004 Priority Rating for Various Long-Term Contracts

DLAD 52.211-9014

(NOV 2011)

Contractor Retention of Traceability Documentation (OCT 2008)

DLAD 52.211-9010 Shipping Label Requirements -Military Standard

(MIL-STD) -129P (MAR 2012)

DLAD 52.211-9053 Expedited Handling Shipments (NOV 2011) DLAD 52.216-9020 Prime Vendor Requirements (NOV 2011) DLAD 52.233-9000 Agency Protests (NOV 2011) DLAD 52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB 2007) DLAD 52.247-9034 Point of Contact for Transportation Instructions

(NOV 2011)

ADMINISTRATIVE COSTS OF REPROCUREMENT AFTER

TERMINATION FOR CAUSE (APRIL 2011)

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 $1,350.00 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.

DFARS 252.211-7006 PASSIVE RADIO FREQUENCY IDENTIFICATION

(SEP 2011) [Applies when checked]

DLAD 52.212-9000 CHANGES - MILITARY READINESS (NOV 2011)

The commercial changes clause at FAR 52.212-4(c) is applicable to this contract in lieu of the changes clause at FAR 52.243-1. However, in the event of a Contingency Operation or a Humanitarian or Peace Keeping Operation, as defined below, the Contracting Officer may, by written order, change (1) the method of shipment or packing, and (2) the place of delivery. If any such change causes an increase in the cost of, or the time required for performance, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract. The contractor must assert its right to an adjustment within 30 days from the date of receipt of the modification.

“ Contingency operation” (10 U.S.C. 101(a)(13)) means a military operation that—

(1) Is designated by the Secretary of Defense as an operation in which members of the armed forces are or may become involved in military actions, operations, or hostilities against an enemy of the United States or against an opposing military force; or

(2) Results in the call or order to, or retention on, active duty of members of the uniformed services under sections 688, 12301(a), 12302, 12304, 12304(a), 12305, or 12406 of title 10 of the United States Code, Chapter 15 of title 10 of the United States Code, or any other provision of law during a war or during a national emergency declared by the President or Congress.

“Humanitarian or peacekeeping operation” means a military operation in support of the provision of humanitarian or foreign disaster assistance or in support of peacekeeping operation under Chapter VI or VII of the Charter of the United Nations. The term does not include routine training, force rotation, or stationing. (10 U.S.C. 2302 (8) and 41 U.S.C. 259 (d)(2)(B)).

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (SEP 2013)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

___ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)

(Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to…