NPV GEN III Solicitation SPM2DX-11-R-0001.pdf

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E333

SOLICITATION # SPM2DX-11-R-0001

NATIONAL PRIME VENDOR (NPV)

“TO SUPPORT THE TRICARE PHARMACY PROGRAM”

CAUTION NOTICE

CONTRACTOR CODE OF BUSINESS ETHICS

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. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out.

A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

If this solicitation or contract includes FAR clause 52.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2010); contained elsewhere in the solicitation or contract, 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)

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

PURPOSE OF SOLICITATION. This contract will be the NPV third Generation (GEN-III) contract. The Defense Logistics Agency (DLA) Troop Support Medical Supply Chain is hereby soliciting offers to select a National Prime Vendor (NPV) to provide pharmaceutical products for the National Prime Vendor (GEN-III) Program. The NPV will need to provide next day deliveries (Mon–Fri) to the current TRICARE Pharmacy (TPharm) contractor Express Scripts, Inc. located in Tempe, Arizona. 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 whose proposal is

DEFENSE LOGISTICS AGENCY

TROOP SUPPORT

700 ROBBINS AVENUE

PHILADELPHIA, PENNSYLVANIA 19111-5092

ii determined to be technically acceptable and provides the lowest evaluated price. (Lowest Price is based on best overall distribution fee computation: refer to FAR 52.212-2(a)(iv) “Examples of How Competing Offers Will be Evaluated”) [page 78]

REVERSE AUCTION. NOTICE: This solicitation contains DLAD provision 52.215-9023 for Reverse Auction (RA) on pages 92-94. The Government may activate this provision after timely offers have been received and evaluated. Prior to doing so, the Contracting Officer will establish a competitive range, decide whether or not an RA will be conducted, and determine which firms will participate in this event. Those firms removed from the competitive range will be notified in writing prior to the Government conducting the RA.

The Reverse Auction vendor, Ariba, Inc., provides the tool/software that allows for the Reverse Auction. By submitting an offer, the offeror consents that Ariba, Inc. or another RA Vendor may have access to its submitted data for the purpose of the Reverse Auction. Ariba, Inc. has 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: http://www.dscp.dla.mil/contract/dgpa/dgpa19.asp#dgpa19_705 and www.esrs.gov.

PRODUCT PRICING. Will be based on the following (each item will be priced using one of these pricing sources):

Federal Supply Schedule (FSS) issued by the Department of Veteran Affairs (DVA), Distribution and Pricing Agreement (DAPA) issued by DLA Troop Support –Medical Supply Chain, Uniform Formulary (UF) issued by the TRICARE Management Agency (TMA), National Contract issued by DLA Troop Support or the DVA, Blanket Purchase Agreement (BPA) issued by DLA Troop Support-Medical Supply Chain, DLA Troop Support Pharmaceutical National Contract, Incentive Agreements, or Regional DAPA.

A “Regional DAPA” item is a pharmaceutical product that has a National Drug Code (NDC) number but is not covered under an existing DLA Troop Support – Medical Supply Chain DAPA, FSS, UF, BPA or National Contract, which is supplied by the Prime Vendor in response to a TPharm customer requirement.

The following Government pricing vehicle holders-DAPA, National Contract, FSS, UF and BPA- have consented to allow the NPV selected by DLA Troop Support - Medical Supply Chain to distribute its products to the supported customers and agrees that the NPV will be charged no more than the prices set forth in the DAPA, National Contract, FSS, UF or BPA. The total price charged by the NPV to the TPharm customer shall not exceed that cited in the applicable DAPA, National Contract, FSS, UF, or BPA plus the negotiated distribution fee and DLA Troop Support – Medical Supply Chain’s cost recovery rate (CRR).

Offerors are advised that the DLA Troop Support is not awarding the TRICARE Pharmacy (TPharm) contract.

The TRICARE Management Activity (TMA) awarded the current TPharm contract to Express Scripts, Inc. The NPV (GEN-III) Contract will be providing pharmaceutical replenishment material to the TPharm contractor.

WRM 100% FILL RATE PLAN. The offeror will be required to submit a plan illustrating how they intend to meet the 100% WRM requirement. More detail is provided in Statement of Work (para 14 c, vi; page 55).

http://www.dscp.dla.mil/contract/dgpa/dgpa19.asp#dgpa19_705 http://www.esrs.gov/ iii

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 offerors’ 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 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.

PRE-PROPOSAL CONFERENCE. A pre-proposal conference is currently scheduled to be held at DLA Troop Support, in Philadelphia, on 14 October 2011 from 1-5 P.M. EST in the Building 6 Auditorium. If you plan to attend the pre-proposal conference you must contact Patrick Quigley at 215- 737-7981 or Cheryl Zekas at 215-737-5744 to be placed on the attendee list.

Please note: The pre-proposal conference time and date are subject to change. If there are any changes to the pre-proposal conference, a notification will be posted via the FEDBIZOPPS.GOV website

SOLICITATION SPM2DX-11-R-0001 Page 1 of 95

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Table of Contents

SOLICITATION SECTIONS & TITLE PAGE

Caution Notice i to iii

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

Table of Contents 2 to 3

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

-Block 8 (Offer Date/Time) & Block 9 (Offer Submission Addresses) 4

-Blocks 17a & b – DUNS Number & Remittance Address 4 to 5

Schedule of Supplies/Services (NPV and WRM Distribution Fees) 5 to 6

Solicitation Response Sheet for “No Offer” 7

CONTRACT CLAUSES, DOCUMENTS, ENCLOSURES OR ATTACHMENTS--

FAR 52.212-4, Contract Terms and Conditions—Commercial Items; Reference Note 8

-Addendum to FAR 52.212-4, Contract Terms and Conditions—Commercial Items 8 to 9

FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items 9 to 15

-Addendum to FAR 52.212-5, DFARS 252.212-7001 Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items

15 to 17

Additional Full Text Clauses 17 to 20

FAR 52. 252-2 Clauses Incorporated by Reference 21 NPV (GEN-III) Contract Statement of Work (SOW) 22 to 63 Enclosure 1: Monthly Consumption Data Report Format 64 to 68

CONTRACT PROVISIONS, DOCUMENTS, ENCLOSURES OR ATTACHMENTS--

FAR 52.212-1, Instructions to Offerors—Commercial Items-Reference Note and Addendum 69

FAR 52.212-1, Addendum #1 – Instructions to Offerors “ “ (b) Submission of Offers; 69

“ “ (c) Periods for Acceptance of Offers 69

“ “ (e) Multiple Offers 69

“ “ (g) Contract Award 69

“ “ (h) Multiple Awards 69 “ “ (j) Data Universal Numbering System (DUNS) 69

SOLICITATION SPM2DX-11-R-0001 Page 3 of 95

Table of Contents SOLICITATION SECTIONS & TITLES (continued)

FAR 52.212-1, Addendum #2 – Preparation & Organization of Proposals “ “ (a) Technical Proposal 70 “ “ (b) Business Proposal 70

FAR 52.212-1, Addendum #3 – Volume 1- Technical Proposal Submission 71 to 72 “ “ Technical Requirements “ “ (1) Demonstration of Capability to Meet NPV Day-to-Day 71

“ “ (2) Demonstration of Capability to Meet Surge and Sustainment (WRM Back-Up) 71 to 72

FAR 52.212-1, Addendum #4 – Past Performance 72 to 73

FAR 52.212-1, Addendum #5 –Volume 2- Business Proposal Submission 73 “ Organization of Distribution Fees 73

FAR 52.212-2 Evaluation – Commercial Items 73 to 79 “ (a)(i)(1) Demonstration of Capability to Meet NPV Day-to-Day 73 to 74 “ (a)(i)(2) Demonstration of Capability to Meet Surge and Sustainment (WRM Back-Up)

“ (a)(ii) Past Performance 75 to 76 “ (a)(iii) Overall Technical Evaluation 76 to 77 “ (a)(iv) Lowest Evaluated Price 77 “ (a)(v) Initial Evaluation 78 “ (a)(vi) Final Evaluation 78 to 79

“ (a)(vii) Award Selection 79

“ (a)(viii) Post Award Conference 79

FAR 52.212-3 Representations & Certifications 80 to 91 -Addendum to FAR 52.212-3,

- Attachment: 252.225-7020 Trade Agreements Certificate 90 -Addendum to FAR 52.212-3, DFARS 252.212-7000 Offeror Representations and Certifications Commercial 91

Additional Full Text Provisions 91 to 94 FAR 52.252-1 Solicitation Provisions Incorporated by Reference 95

SOLICITATION SPM2DX-11-R-0001 Page 4 of 95

Continuation of Blocks from SF 1449

1. Block 8:

Offer Due Date/Local Time: November 16, 2011/5.P.M.

2. Block 9:

> Address and Submit “mailed” offers to:

Defense Logistics Agency Troop Support P.O. Box 56667 Philadelphia, PA 19111-6667 Solicitation Number: SPM2DX-11-R-0001 Opening/Closing Date and Time: Open: October 3, 2011/10.A.M.

Close: November 16, 2011/5.P.M.

> Address and Deliver “hand carried” offers, including delivery by commercial carrier, to:

DLA Troop Support Business Opportunities Office Building 36, 2nd Floor, Room 2035 700 Robbins Avenue Philadelphia, PA 19111-5092 Solicitation Number: SPM2DX-11-R-0001 Opening/Closing Date and Time: Open: October 3, 2011/10.A.M.

Close: November 16, 2011/5.P.M.

NOTES:

1. All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 5:00 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “hand carries” the package to the Business Opportunities Office specified above 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 the receipt of offers as indicated in Block 8 of the Standard Form 1449.

2. Examples of “hand carried” offers include: In-person delivery by contractor, Fed Ex, Airborne, UPS, DHL, Emery, other commercial carrier, USPS Express Mail, and USPS Certified Mail.

Transmit “facsimile” offers (if authorized; see “Addendum” to 52.212-1(b)) or offer modifications/withdrawals to: (215) 737-9300, 9301, 9302 or 9303

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

3. Block 17a:

Offeror’s assigned Data Universal Numbering System (DUNS) Number:__________________

(If you do not have a DUNS number, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors—Commercial Items (paragraph j) for information on contacting Dun and Bradstreet.)

SOLICITATION SPM2DX-11-R-0001 Page 5 of 95

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

4. Block 17b:

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

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

NATIONAL PRIME VENDOR

Estimated values are based on 2010 NPV sales and 4% inflation increases per year

REQUIREMENTS

& TIME PERIOD

NATIONAL

PRIME VENDOR

LINE

ITEM

NO.

PROPOSED

DISTRIBUTION FEE

(same for both Day- To-Day NPV &

WRM)

• Normal Day-To-Day NPV

Scope- The NPV supports the TRICARE Management Activity’s (TMA) TRICARE Pharmacy Program (TPharm) by providing replenishment pharmaceutical and pharmaceutical-related products to the TPharm ordering facilities.

Estimates for 30 month periods- Base period - $2.86B 1st option period - $3.36B 2nd option period - $3.72B 3rd option period - $4.09B

• War Readiness Material (WRM) (Back-up)

Scope- The NPV will provide War Readiness Material (WRM) Back-Up support to the CONUS Pharmaceutical Prime Vendor (PPV) contracts.

Estimates for 30 month periods– Base period - $3.2M 1st option period - $3.2M 2nd option period - $3.2M 3rd option period - $3.2M

Initial 30 month Base period

0001AA %

1st 30 month Option period

0001AB %

2nd 30 month Option period

0001AC %

3rd 30 month Option period

0001AD %

NOTE: In accordance with the provisions of FAR clause 52.217-9, the Government reserves the right to not exercise all of the option periods. The Distribution Fee represents the percentage that

SOLICITATION SPM2DX-11-R-0001 Page 6 of 95 is applied to the price of the product upon ordering pharmaceutical items under the NPV 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.

Note: For purposes of the National Prime Vendor (NPV) (GEN-III) solicitation, the term, “contractor” refers to the firm selected as the National Prime Vendor (NPV). The provisions in the Statement of Work (SOW) shall apply to the NPV and cover each TRICARE Pharmacy (TPharm) Ordering Facility’s normal day-to-day requirements under the National Prime Vendor (GEN-III) Contract as well as the War Readiness Materiel (WRM) [Back-Up] requirements.

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Solicitation Response Sheet for “No Offer”

FOR: Establishment of a Prime Vendor to supply replenishment pharmaceuticals for the National Prime Vendor NPV (GEN-III) Contract. Please complete and submit this if not submitting an offer.

OFFER DUE DATE/LOCAL TIME: TBD

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: ___________________________________________________

SOLICITATION SPM2DX-11-R-0001 Page 8 of 95

Contract Clauses

Note: 52.212-4, Contract Terms and Conditions—Commercial Items (JUN 2010) is incorporated in this solicitation by reference. Its full text may be accessed electronically at https://www.acquisition.gov/far/index.html. Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

Addendum to 52.212-4:

The following paragraph(s) of 52.212-4 are amended as indicated below:

1. Paragraph (m), Termination for Cause.

Delete paragraph (m) in its entirety and substitute the following:

(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 this contract is terminated in whole or in part for cause, 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 the Government expressly agree that, in addition to any excess costs of repurchase, or any other damages resulting from such 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. This assessment of damages for administrative costs shall apply for any termination for cause following which the Government repurchases the terminated supplies or services together with any incidental or consequential damages incurred because of the termination. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

2. Paragraph (t), Central Contractor Registration(CCR).

Add the following paragraph:

(5) Definitions.

“Central Contractor Registration (CCR) Database” means the primary Government repository for contractor information required for the conduct of business with the Government.

“Commercial and Government Entity (CAGE) Code” means—

(a) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(b) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code”.

“Data Universal Number System (DUNS) Number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) Number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern.

(D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

https://www.acquisition.gov/far/index.html

SOLICITATION SPM2DX-11-R-0001 Page 9 of 95

“Registered in the CCR Database” means that—

(a) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

(b) The Contractor’s CAGE code is in the CCR database; and

(c) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service, and has marked the records “Active”. The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process.

3. Use of Non-Government Personnel

DLA Troop Support will utilize a Non-Government employee of CACI, Inc.-Federal Contractor 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 offerors’ 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 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.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (MAY 2011)

(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 implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

_X_(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L.

110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

SOLICITATION SPM2DX-11-R-0001 Page 10 of 95

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_X_ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

_X_(6) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C.

6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

___ (7) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161).

___ (8) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (Jan 2011) (15 U.S.C. 657a).

_X_ (9) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (10) [Reserved]

___ (11) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-6.

___ (iii) Alternate II (Mar 2004) of 52.219-6.

___ (12) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C.

644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

_X (13) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C.

637(d)(2) and (3)).

_X (14) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

_X_ (iii) Alternate II (Oct 2001) of 52.219-9.

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___ (iv) Alternate III (July 2010) of 52.219-9.

___ (15) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

_X_(16) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (17) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (18) 52.219-25, Small Disadvantaged Business Participation Program— Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (19) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (20) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

_X (21) 52.219-28, Post Award Small Business Program Representation (Apr 2009) (15 U.S.C. 632(a)(2)).

___ (22) 52.219-29, Notice of Total Set-Aside for Economically Disadvantaged Women- Owned Small Business (EDWOSB) Concerns (Apr 2011).

___ (23) 52.219-30, Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2011).

_X (24) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X (25) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

_X (26) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X (27) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X (28) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

_X (29) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

_X (30) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

_X (31) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

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___ (32) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (33) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (34) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (35) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

_X (36) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (Sep 2010) (E.O. 13513).

Paragraphs (37)-(39) are not applicable to DoD acquisitions and have been removed.

X (40) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (41) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (42) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (43) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (44) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.

255(f), 10 U.S.C. 2307(f)).

_X (45) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332).

___ (46) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

___ (47) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

___ (48) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

Paragraph (49) is not applicable to DoD acquisitions and has been removed.

SOLICITATION SPM2DX-11-R-0001 Page 13 of 95

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

___ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247).

___ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C.

5112(p)(1)).

(d) Comptroller General Examination of Record.

The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub.

L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C.

637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965, (Nov 2007), (41 U.S.C. 351, et seq.)

(ix) 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)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-- Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xii) 52.222-54, Employment Eligibility Verification (Jan 2009).

SOLICITATION SPM2DX-11-R-0001 Page 15 of 95

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.

(Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph

(e) of FAR clause 52.226-6.

Paragraph (xiv) is not applicable to DLA Troop Support acquisitions and has been deleted.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

DFARS 252.212-7001 – CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE

ACQUISITIONS OF COMMERCIAL ITEMS (JUN 2011) DFARS

(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

__X_ 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) __X__ 252.203-7000, Requirements Relating to Compensation of Former DoD Officials (JAN 2009) (Section 847 of Pub. L. 110-181).

(2) __X__ 252.203-7003, Agency Office of the Inspector General (SEP 2010)(Section 6101 of Pub. L. 110-252, 41 U.S.C. 3509 note).

(3) __X__ 252.205-7000, Provision of Information to Cooperative Agreement Holders

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

(4) __X__ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts)

(OCT 2010) (15 U.S.C. 637).

(5) ____ 252.219-7004, Small Business Subcontracting Plan (Test Program) (JAN 2011) (15 U.S.C. 637 note).

(6)(i) ____ 252.225-7001, Buy American Act and Balance of Payments Program (JAN 2009) (41 U.S.C. chapter 83, E.O. 10582).

(ii) ____Alternate I (DEC 2010) of 252.225-7001.

(7) ____ 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009)(10 U.S.C. 2533b).

(8) ____ 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (JAN 2011) (10 U.S.C. 2533b).

(9) __X_ 252.225-7012, Preference for Certain Domestic Commodities (JUN 2010) (10 U.S.C. 2533a).

(10) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

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(11) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (JUN 2011) (Section 8065 of Pub. L. 107-117 and the same restriction in subsequent DoD appropriations acts).

(12)(i) __X__ 252.225-7021, Trade Agreements (JUN 2011) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(ii)____ Alternate I (SEP 2008) of 252.225-7021.

(iii)____Alternate II (DEC 2010) of 252.225-7021.

(13) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

(14) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(15)(i) ____ 252.225-7036, Buy American Act—Free Trade Agreements—Balance of Payments Program (DEC 2010) (41 U.S.C. chapter 83 and 19 U.S.C. 3301 note).

(ii)___ Alternate I (JUL 2009) of 252.225-7036.

(iii)___ Alternate II (DEC 2010) of 252.225-7036.

(iv)___ Alternate III (DEC 2010) of 252.225-7036

(16) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).

(17) __X__ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).

(18) ____ 252.227-7015, Technical Data—Commercial Items (MAR 2011) (10 U.S.C. 2320).

(19) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data

(SEP 1999) (10 U.S.C. 2321).

(20) __X_ 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C. 2227).

(21) ____ 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84)

(22) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Pub. L. 108-375).

(23) __X__ 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(24) ____252.246-7004, Safety of Facilities, Infrastructure, and Equipment for Military Operations (OCT 2010) (Section 807 of Pub. L. 111-84).

(25)____ 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Pub. L. 110-417).

(26)(i) __X__ 252.247-7023, Transportation of Supplies by Sea (MAY 2002)

(10 U.S.C. 2631).

(ii) __X__ Alternate I (MAR 2000) of 252.247-7023.

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(iii) ____ Alternate II (MAR 2000) of 252.247-7023.

(iv) ____ Alternate III (MAY 2002) of 252.247-7023.

(27) __X__ 252.247-7024, Notification of Transportation of Supplies by Sea (MAR (2000) (10 U.S.C. 2631).

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

(1) 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84).

(2) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(3) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Public Law 110-417).

(4) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(5) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(End of clause)

DLAD 52.212-9000 CHANGES - MILITARY READINESS (MAR 2001)

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” means a military operation that—

(i) 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

(ii) Results in the call or order to, or retention on, active duty of members of the uniformed services under 10 U.S.C. 688, 12301(a), 12302, 12304, 12305, or 12406, chapter 15 of U.S.C., or any other provision of law during a war or during a national emergency declared by the President or Congress (10 U.S.C. 101(a)(13)).

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“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)).

(End of clause)

DFARS 252.216-7006 ORDERING (MAY 2011)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule.

Such orders may be issued from the effective date of award through 30 months thereafter and three possible additional 30 month option periods.

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

(c)(1) If issued electronically, the order is considered “issued” when a copy has been posted to the Electronic Document Access system, and notice has been sent to the Contractor.

(2) If mailed or transmitted by facsimile, a delivery order or task order is considered “issued” when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services.

(3) Orders may be issued orally only if authorized in the schedule.

(End of Clause)

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $100,000;

(2) Any order for a combination of items in excess of $500,000; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is

SOLICITATION SPM2DX-11-R-0001 Page 19 of 95 returned to the ordering office within 2 hours after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

FAR 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

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

provided, that the Contractor shall not be required to make any deliveries under this contract after seven (7) business days following expiration of the contract.

(End of Clause)

SOLICITATION SPM2DX-11-R-0001 Page 20 of 95

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 3 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 10 years.

(End of Clause)

SOLICITATION SPM2DX-11-R-0001 Page 21 of 95

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

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