SPM300-14-R-0001_Solicitation_04MAR2014.pdf

PDF 3 MB Posted Mar 14, 2014

Attached to: FULL LINE FOOD SERVICE
Solicitation number: SPM30014R0001
Issued by: Defense Logistics Agency Troop Support Subsistence

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Arkansas Solicitation 04MAR14 https //www.troopsupport.dla.mil/subs/pv/regions/se/pvse.asp

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File	Type	Posted
SPM300-14-R-0001_Amendment_0005_18APR14.pdf	PDF	Apr 21, 2014
SPM300-14-R-0001_Amendment_0005_18APR14_(2).pdf	PDF	Apr 21, 2014
SPM300-14-R-0001_Amendment_0004_16APR14.pdf	PDF	Apr 18, 2014
SPM300-14-R-0001_Amendment_0005_18APR14_(2).pdf	PDF	Apr 18, 2014
SPM300-14-R-0001_Amendment_0003_10APR14.pdf	PDF	Apr 10, 2014
SPM300-14-R-0001_Amendment_0001_14MAR14.pdf	PDF	Mar 14, 2014

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Solicitation SPM300-14-R-0001 Subsistence CONUS Prime Vendor for Arkansas

SF 1449 - CONTINUATION SHEET

ADMIN DATA/DELIVERY SCHEDULE

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8 (continued):

OFFER DUE DATE/LOCAL TIME:

APRIL 04, 2014, 2:00 PM PHILADELPHIA TIME

BLOCK 9 (continued):

All offers/modifications/withdrawals must be plainly marked on the OUTERMOST ENVELOPE with the solicitation number, closing date, and time set for the receipt of offers.

Send MAILED OFFER to:

DEFENSE LOGISTICS AGENCY

DLA TROOP SUPPORT

POST OFFICE BOX 56667

PHILADELPHIA, PA 19111-6667

Deliver HANDCARRIED OFFER, including delivery by commercial carrier, to:

DLA TROOP SUPPORT

BUSINESS OPPORTUNITIES OFFICE

BLDG. 36, SECOND FLOOR

700 ROBBINS AVENUE

PHILADELPHIA, PA 19111-5092

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 for hand carried 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.

(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.

ADDITIONAL NOTE: Contractors intending to deliver offers in-person should be advised that the

Business Opportunities Office (Bid Room) is located within a secured military installation. In order to gain access to the facility, an escort may be required.

The escort will be an employee of the Bid Room. The following are telephone numbers for the Bid Room: (215) 737-8511, (215) 737-9044, (215) 737-7354,

(215) 737-0317, or (215) 737-8566. It is the offeror’s responsibility to ensure that the offers are received at the correct location at the correct time. Please allow sufficient time to complete delivery of hand carried offers. Since the length of time necessary to gain access to the facility varies based on a

Subsistence CONUS Prime Vendor for Arkansas number of circumstances, it is recommended that you arrive at the installation at least one hour prior to the time solicitation closes to allow for security processing and to secure an escort. NOTE: THIS IS A

SUGGESTION AND NOT A GUARANTEE THAT YOU WILL GAIN

ACCESS TO THE BASE IF YOU ARRIVE ONE HOUR BEFORE THE

OFFER IS DUE.

NOTE: Facsimile and e-mail offers are not acceptable forms of transmission for submission of initial proposals or revisions to initial proposals submitted in response to this solicitation. As directed by the Contracting Officer, facsimile and e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revision(s), including Final Proposal revision(s).

BLOCK 17A. (Continued):

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.)

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

PRIMARY COMPANY POC/NEGOTIATOR: ________________________________________________

PHONE #: _____________________________________________________________________________

E-MAIL ADDRESS: _____________________________________________________________________

FAX NUMBER: ________________________________________________________________________

BLOCK 17B. (Continued)

Remittance Address:

REMITTANCE WILL BE MADE TO THE ADDRESS THAT THE CONTRACTOR HAS LISTED IN

THE CENTRAL CONTRACTOR REGISTER (CCR).

AUTHORIZED NEGOTIATORS:

The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposal. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator.

BLOCKS 19-24 (continued): SEE STATEMENT OF WORK & SCHEDULE OF ITEMS

TABLE OF CONTENTS

CAUTION NOTICE

NOTICE TO OFFERORS

CONTRACT CLAUSES

STATEMENT OF WORK

I. SUPPLIES/SERVICES AND PRICES

1. INTRODUCTION

2. EFFECTIVE PERIOD OF CONTRACT – INDEFINITE QUANTITY CONTRACT

3. OPTIONS

4. CATALOG & MARKET BASKET ITEMS

5. FRESH FRUITS & VEGETABLES AND MARKET READY ITEMS

6. DOMESTIC ITEMS/BERRY AMENDMENT

7. ABILITYONE MANDATORY ITEMS

8. REBATES/DISCOUNTS AND PRICE-RELATED PROVISIONS

9. CONTRACTOR PRICING - CONUS

10. CENTRAL CONTRACTS

11. DISTRIBUTION PRICE CATEGORIES

12. NATIONAL ALLOWANCE PROGRAM AGREEMENT (NAPA) DISCOUNTS

13. BRAND NAME ITEMS

14. BEVERAGE DISPENSERS

15. GUARANTEED CASE MINIMUM / NEW ITEMS

II. PACKAGING AND LABELING/MARKING

III. INSPECTION AND ACCEPTANCE

1. CONTRACTOR’S QUALITY ASSURANCE PROGRAM

2. POINT OF INSPECTION AND ACCEPTANCE

3. PRODUCT QUALITY & SHELF LIFE REQUIREMENTS

4. SHELF LIFE REQUIREMENTS FOR DAIRY PRODUCTS

5. ACCEPTANCE REQUIREMENTS FOR FROZEN ITEMS

6. WARRANTIES

7. REJECTION PROCEDURES

8. FOOD DEFENSE

9. WAREHOUSING AND SANITATION PROGRAM/STORED PRODUCT PEST MANAGEMENT

10. PRODUCT SANITARILY APPROVED SOURCE REQUIREMENTS

11. PRIME VENDOR QUALITY SYSTEMS MANAGEMENT VISITS AND AUDITS

A. QUALITY SYSTEMS MANAGEMENT VISITS (QSMVs)

B. PRIME VENDOR PRODUCT QUALITY AUDITS:

IV. ORDERING AND DELIVERIES & PERFORMANCE

1. START-UP / IMPLEMENTATION PERIOD

2. ORDER LEADTIMES

3. EMERGENCY/SAME DAY ORDERS

4. SPECIAL ORDER ITEMS and DELIVERY TERMS

5. ORDER CHANGE and CANCELLATION TIMES

6. SUBSISTENCE TOTAL ORDER AND RECEIPT ELECTRONIC SYSTEM (STORES)

7. NOT-IN-STOCK (NIS) NOTIFICATION & ORDERS FOR SUBSTITUTIONS

8. VARIATION IN QUANTITY for NON-CATCH-WEIGHT ITEMS

9. DELIVERY DESTINATIONS AND INSTRUCTIONS

10. ADDITION OF CUSTOMERS

11. HOLIDAYS

12. AUTHORIZED RETURNS

13. SHORT SHIPMENTS AND SHIPPING ERRORS

14. WAREHOUSE/TRANSPORTATION

15. SURGE AND SUSTAINMENT (S&S) REQUIREMENTS

V. CONTRACT ADMINISTRATION DATA

1. ADMINISTRATION AUTHORITY

2. CATALOG CHANGES

3. FILL RATES

4. FOOD SHOWS

5. CUSTOMER SERVICE AND SUPPORT

VI. SPECIAL CONTRACT REQUIREMENTS

1. NON-COMPETE PROVISION

2. MANAGEMENT REPORTS

3. SUBMITTED PLANS FROM CONTRACTOR

SOLICITATION PROVISIONS

INSTRUCTIONS FOR PROPOSALS

SUBMISSION REQUIREMENTS

NON-PRICE PROPOSAL – VOLUME I

SECTION A – TECHNICAL FACTORS

FACTOR I. EXPERIENCE

FACTOR II. QUALITY CONTROL & QUALITY ASSURANCE PROCEDURES

FACTOR III. FOOD DEFENSE

FACTOR IV. SURGE & SUSTAINMENT

SECTION B – PAST PERFORMANCE

PRICE PROPOSAL – VOLUME II

I. PRICE PROPOSAL

II. SUPPORTING PRODUCT INFORMATION

III. EARNED INCOME

EVALUATION FACTORS FOR AWARD

NON-PRICE PROPOSAL EVALUATION

SECTION A – TECHNICAL FACTORS

FACTOR I. EXPERIENCE

FACTOR II. QUALITY CONTROL & QUALITY ASSURANCE PROCEDURES

FACTOR III. FOOD DEFENSE

FACTOR IV. SURGE & SUSTAINMENT

SECTION B – PAST PERFORMANCE

PRICE PROPOSAL EVALUATION

CAUTION NOTICE

THE CONTENT AND STRUCTURE OF SOLICITATION SPM300-14-R-0001 IS NEW.

PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR OFFER.

THE CONTRACT CLAUSES SECTION OF THIS SOLICITATION REFERENCES THE REVISED

DLAD 52.216-9064 ECONOMIC PRICE ADJUSTMENT (EPA) – ACTUAL MATERIAL COSTS FOR

SUBSISTENCE DELIVERED PRICE BUSINESS MODEL – DLA TROOP SUPPORT SUBSISTENCE

PRIME VENDOR (SPV) CONTIGUOUS UNITED STATES (CONUS) (FEB 2013)

UNDER LOWEST PRICE TECHNICALLY ACCEPTABLE (LPTA) PROCESS, AWARD WILL BE

MADE ON THE BASIS OF THE LOWEST EVALUATED PRICE OF PROPOSALS MEETING OR

EXCEEDING THE ACCEPTABILITY STANDARDS FOR ALL NON-PRICE FACTORS.

THIS SOLICITATION INCLUDES SOME PROVISIONS THAT DIFFER FROM PAST DLA TROOP

SUPPORT SOLICITATIONS. FOLLOWING ARE NOTES SUMMARIZING SOME MAJOR NEW

LANGUAGE, FOR INFORMATION PURPOSES. PLEASE REFER TO THE FULL TEXT OF THE

PROVISIONS IN THE BODY OF THE SOLICITATION.

REBATES/DISCOUNTS AND PRICE RELATED PROVISIONS (SEE PAGE 49)

THIS SOLICITATION INCLUDES A SECTION TITLED REBATES/DISCOUNTS AND PRICE

RELATED PROVISIONS. THIS SECTION DEFINES SPECIFIC GOVERNMENT REBATES AND

DISCOUNTS, WHICH ARE TO BE PASSED TO THE GOVERNMENT IN THE FORM OF A

REDUCED CATALOG PRICE. IT ALSO DEFINES EXCEPTIONS TO THIS REQUIREMENT. THESE

EXCEPTIONS INCLUDE EARNED INCOME, QUALIFYING EARLY PAYMENT DISCOUNTS, AND

LIMITED DISCOUNTS DESIGNATED FOR CUSTOMERS OTHER THAN THE GOVERNMENT.

WEIGHTING FACTOR (SEE PRICE PROPOSAL EVALUATION / SECTION I. PRICE PROPOSAL,

PAGE 123.

THIS SOLICITATION INCLUDES THE USE OF A WEIGHTING FACTOR IN THE PRICE

PROPOSAL EVALUATION. FOR PURPOSES OF THE PRICE PROPOSAL EVALUATION,

WEIGHTED AGGREGATE DISTRIBUTION PRICE AND AGGREGATE DELIVERED PRICE ARE

CONSIDERED EQUAL. THIS EQUALITY IS ACCOUNTED FOR MATHEMATICALLY BY

APPLYING A WEIGHTING FACTOR OF 11.5 (BASED ON CURRENT GOVERNMENT DATA) TO

THE AGGREGATE DISTRIBUTION PRICE. EACH OFFEROR’S TOTAL EVALUATED PRICE WILL

BE CALCULATED BY ADDING THE WEIGHTED AGGREGATE DISTRIBUTION PRICE AND THE

AGGREGATE DELIVERED PRICE TO ARRIVE AT THE WEIGHTED AGGREGATE UNIT PRICE.

PRIVATE LABEL SAVINGS (SEE STATEMENT OF WORK, SECTION VI. SPECIAL CONTRACT

REQUIREMENTS/ PARAGRAPH 2. MANAGEMENT REPORTS / 12. PRIVATE LABEL SAVINGS,

PAGE 93)

THIS SOLICITATION INCLUDES A NEW MANAGEMENT REPORT, PRIVATE LABEL SAVINGS.

THIS REPORT REQUIRES THE CONTRACTOR TO IDENTIFY SAVINGSASSOCIATED WITH

USING PRIVATE LABEL ITEMS, AND TO IDENTIFY POTENTIAL SAVINGS BY

RECOMMENDING PRIVATE LABELS IN LIEU OF BRAND NAMES FOR LIKE ITEMS.

???? DID YOU REMEMBER TO: ????

Number Reminder Check 1 Fill in and sign SF1449 as required?

2 Sign and return any/all amendments?

3 Return one (1) completed copy of the solicitation?

Prepare and return 3 copies of the Non-Price Proposal (2 hard copies and 1 CD) and 3 copies (2 hard copies and 1 CD) of the Price Proposal? Electronic copies of Non-Price Proposals shall be submitted as Word Documents?

Read 52.212-1 (Instructions to Offerors – Commercial Items, Feb 2012), and 52.212-2 (Evaluation – Commercial Items, Jan 1999) very carefully to assure you prepare your Non-Price and Price Proposals in accordance with the evaluation criteria?

6 Submit the Price Proposal on the formatted spreadsheets in accordance with the instructions in the solicitation (2 hard copies and 1 CD)?

7 Submit your best offer?

8 Submit a Small Business Subcontracting Plan if your firm is a large business?

9 For all offered delivered prices, submit two copies of MANUFACTURER’s

/GROWER’s/ PRIVATE LABEL HOLDER’s or Redistributor’s invoice for the last product received by the offeror AND two copies of a screen shot of the Delivered Price in your electronic purchasing system, showing the cost/price of the proposed items for week of 3/10/2014, if such inventory cost/price equals the delivered price for the last receipted product? Refer to solicitation for actual requirements? If you do not have MANUFACTURER’s/GROWER’s/ PRIVATE LABEL HOLDER’s or Redistributor’s invoice due to the offered item not currently being carried in your inventory, submit a written quote from the manufacturer? Label or use a cover sheet for each quote or invoice to identify the item number from the schedule that it supports? Submit the quotes or invoices in item number sequence? Is the NAPA discount clearly identified on the quote or invoice?

10 Check your math for accuracy on your Price Proposal?

11 Identify your authorized negotiators on page 3 as required? Did you identify which negotiator will serve as the primary point of contact?

12 Complete solicitation fill-ins at: 52.212-3 -- Offeror Representations and Certifications -- Commercial Items (Dec 2012) beginning on page 124?

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

Subsistence CONUS Prime Vendor for Arkansas days of award. To promote compliance with such code of business ethics and conduct, Contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A Contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the Contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C.

3729-3733)

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

NOTICE TO OFFERORS

The Prime Vendor Contractor (“Contractor”) is responsible for furnishing the full-line of food and beverage items required for garrison feeding. In addition, the Contractor may also be requested to provide related non-food items to some customers. Prospective offerors are hereby advised that although there is a guaranteed minimum on this contract, DLA TROOP SUPPORT cannot guarantee that any or all of the customers will order all of their subsistence and related non-food requirements from the successful Contractor. Once the guaranteed minimum has been met, customers may or may not choose to continue ordering from the contract. To a large extent, their decision to continue ordering will be based on the performance of the Contractor.

CONTRACT CLAUSES

52.212-4 - Contract Terms and Conditions -- Commercial Items (Sep 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.

Subsistence CONUS Prime Vendor for Arkansas

U.S.C.3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(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;

(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.

(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;

(D) Contractor point of contact.

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

(6) Interest.

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

Subsistence CONUS Prime Vendor for Arkansas 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. 4712 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 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 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 of the FAR;

(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 FAR 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.

https://www.acquisition.gov/

Subsistence CONUS Prime Vendor for Arkansas

(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 Use 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.

(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.

52.212-4 -- Contract Terms and Conditions -- Commercial Items (Sep 2013)

(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 Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.