SPE8E5-15-D-0013_Redacted.pdf

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

16. ADMINISTERED BY CODE

7. FOR SOLICITATION

INFORMATION CALL:

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

SPE8E5-15-D-0013

2. CONTRACT NO.

2015 MAR 25

3. AWARD/EFFECTIVE

DATE

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

DATE

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE8E5

DLA TROOP SUPPORT

CONSTRUCTION & EQUIPMENT (MAT & ME)

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5096

USA

Local Admin: Brittany Killian PEPCBAY Tel: 215-737-5448 Email: Brittany.Killian@dla.mil

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

331110NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

Net 30 days

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE SPE8E5

SEE BLOCK 9

Criticality: PAS: None

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

8V607

TW METALS, INC. DBA TW

METALS-CAROL STREAM

235 TUBEWAY DR

CAROL STREAM IL 60188-2213

USA

TELEPHONE NO. 8004741530

18a. PAYMENT WILL BE MADE BY CODE SL4701

DEF FIN AND ACCOUNTING SVC

BSM

P O BOX 182317

COLUMBUS OH 43218-2317

USA

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

25. ACCOUNTING AND APPROPRIATION DATA

$120,000,000.00

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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

Robert Hutkowski Robert.Hutkowski@dla.mil

PEPCDD2

31b. NAME OF CONTRACTING OFFICER (Type or Print)

2015 MAR 25

31c. DATE SIGNED

1 SPM8E5-14-R-0006

2014-Aug-04

SEE SCHEDULE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

54PAGE 1 OF

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SEE ADDENDUM

See Schedule

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH ,

HEREIN IS ACCEPTED AS TO ITEMS:

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

CONTINUED ON NEXT PAGE

BLOCK 5 OF THE SF-1449 SHOULD READ "SPM8E5-14-R-0006"

BLOCK 6 OF THE SF-1449 SHOULD READ "JUNE 24, 2014"

BLOCK 8 OF THE SF-1449 SHOULD READ "JULY 24, 2014"

BLOCK 11 OF THE SF-1449 "SEE SCHEDULE" SHOULD BE CHECKED.

BLOCK 13B OF THE SF-1449 SHOULD READ "TO BE SPECIFIED ON EACH DELIVERY ORDER"

BLOCK 14 OF THE SF-1449 SHOULD BE MARKED "X" IN RFP

BLOCK 15 OF THE SF-1449 SHOULD READ "TO BE SPECIFIED ON EACH DELIVERY ORDER"

BLOCK 20 OF THE SF-1449 SHOULD READ "METALS TAILORED LOGISTICS PRIME VENDOR PROGRAM, NORTHEAST REGION" AND

"SEE STATEMENT OF WORK"

BLOCK 25 OF THE SF-1449 SHOULD READ: 97X4930 5CBX 5024600 61002620 033189

BLOCK 26: THE ESTIMATED CONTRACT VALUE FOR THIS CONTRACT IS $60,000,000.00. THE CONTRACT MAXIMUM VALUE IS $120,000,000.00.

PAGE 3 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

SPE8E5-15-D-0013

Part 12 Clauses

NORTHEAST CONTRACT AWARD

SPE8E5-15-D-0013

Continuation from SF 1449, Solicitation/Contract/Order for Commercial Items Block 19-24

ATTACHMENTS:

Attachment 1 – Price Evaluation List (PEL) Spreadsheet Attachment 2 – Distribution Price Discounts Table Attachment 3 – Schedule of Price Extras Spreadsheet Attachment 4 – EPA Table Attachment 5 – Signed Amendments (0001 through 0005) Attachment 6 – Successful Proposal

Items: The requirements covered under this contract include, but are not limited to: aluminum, stainless steel, carbon steel, copper, brass, titanium, nickel and nickel alloys; and other industrial metals in various forms, such as: wire, plate, sheet, strip, bar, angle, extrusions, pipe, tube, valves, fittings, and any other shape required by the ordering activities in the Northeast Region Area of Responsibility (AOR) as described herein.

The prime vendor shall be responsible for making available to the ordering activities covered under the contract, the categories of items listed below:

FEDERAL

SUPPLY SIZE

CLASS (FSC) ITEMS NAICS STANDARD

4710 Pipe and tube 331210 1000 9505 All 331222 1000 9510 Bars and rods, hot rolled 331111 1000 9510 Bars and rods, cold finished 331221 1000 9510 Bars and rods, casting 331513 500 9515 Sheet, strip, hot rolled 331111 1000 9515 Sheet, strip, cold rolled 331221 1000 9515 Plate 331111 1000 9520 All 331111 1000 9525 Wire, aluminum 331319 750 9525 Wire, Copper, cu-nickel, brass 331421 750 9525 Wire, other metals 331491 750 9530 Bar, aluminum 331316 750 9530 Forgings, aluminum 332112 500 9530 Bar, copper or copper bearing 331421 750 9530 Bar, other metals 331491 750 9530 Bar, casting 331522 500 9535 Foil, sheet, strip, aluminum 331315 750 9535 Sheet, perforated, aluminum or brass 332116 500 9535 Sheet, strip, plate, copper 331421 750 9535 Sheet, strip, plate, other 331491 750 9540 Shapes, angles, aluminum 331316 750 9540 Shapes, angles, brass 331421 750 Other metal products such as valves, fittings, misc. VARIOUS VARIOUS

Minimum & Maximum Dollar Value: The Government guarantees that it will order under a quantity of supplies having a minimum dollar value of $1,500,000.00 for the five-year Base Period. The aggregate of delivery orders issued for the Base Period for this contract will be

PAGE 4 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

applied to the minimum guarantee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for a contract, the guaranteed minimum for this contract will have been met and the Government’s obligations with regards to the guarantee will have been satisfied.

The maximum ceiling for this contract is $120,000,000.00, meaning that the cumulative obligations orders placed against this contract cannot exceed $120,000,000.00.

Period of Performance: The contract is an Indefinite Delivery/indefinite Quantity Contract with a base ordering period of 5 years and a maximum term of 5 years; March 25, 2015 through March 24, 2020. It should also be noted that the base period may include a 30 day implementation period, if needed, after award.

Pricing:

All Mill Product Prices (MPP) offered on the PEL will form the basis for the on-line catalog which will be included in the resultant contract as firm ceiling price for a 6 month period after contract award. These prices will be adjusted on a quarterly basis in accordance with the EPA adjustments based on market fluctuations as evidenced in the applicable Producer Price Index (PPI). The awarded Price Evaluation List (PEL) Spreadsheet is included in this contract as Attachment 1.

For the Distribution Price Discounts Table, the awardee has offered the attached firm fixed percentages for five defined delivery order value ranges. The distribution price discounts shall be applied to the distribution price of every delivery order issued under this contract, based on the dollar value of the individual delivery order. The distribution price discounts shall be incorporated before application of the DLA administrative fee. The awarded Distribution Price Discounts Table is included in this contract as Attachment 2.

The awarded “Schedule of Extras” is included in this contract as Attachment 3: Schedule of Extras Spreadsheet. The total price for each alteration process type is given for one unit of the applicable unit of issue. Any new price extras that are not identified in an awarded Schedule must be approved on a post award basis. Any new price extras submitted after award will be added to the awarded Schedule of Price Extras prior to or simultaneous with issuance of each delivery order and also fixed for the remainder of the contract period. Price extras not identified and priced in the awarded Schedule due to unknowns applicable to an individual order, such as expedited freight and special non-standard packaging, will be paid only at actual price to the contractor. All Price extra must be determined to be fair and reasonable by the Contracting Officer prior to any order being issued. When price extras apply the offered price extra will be submitted on the EDI 855 and will be reviewed by the Contracting Officer prior to approval and release of the order. Upon request, the vendor shall be required to provide price support to the Government to assist in determining the price extra as being fair and reasonable. This may include, but not be limited to other than cost or pricing data, commercial invoices of same extras, etc. The awarded Schedule of Price Extras is fixed for the entire five year period· of the contract.

Contract Administration: DLA Troop Support has the responsibility for the administration of this contract. The DLA Troop Support Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The DLA Troop Support Contracting Officer must approve any changes or modification prior to the implementation of

PAGE 5 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

such changes. In the event the contractor effects a change at the direction of any person other than DLA Troop Support Contracting Officer the change will be considered to have been made without authority, and no adjustment will be made to cover any increase in cost as a result thereof. Request for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the DLA Troop Support Contracting Officer. In accordance with FAR 16.505(b) (5), the following individual has been designated the delivery order Ombudsman.

Mr. Robert Panichelle-BP

Defense Logistics Agency – Troop Support 700 Robbins Avenue

Philadelphia, PA 19111 Telephone: 215-737-5855

Facsimile: 215-737-3025 or 3039 Email: Robert.Panichelle@dla.mil

DLA Troop Support reserves the right to utilize the assistance of the Defense Contract Management Agency (DCMA) if deemed necessary for certain administrative duties.

TW Metals Subcontracting Plan has been approved and is hereby incorporated into this contract by reference.

CAUTION NOTICE

1. This contract encompasses one region defined as the Northeast Region. The Northeast Region consists of the following states: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont and West Virginia.

2. Ordering offices may include, but are not limited to: military activities, other federal agencies, contractors performing under DoD contracts; including the Maintenance, Repair, Operations (MRO) contractor(s), Naval Facilities Engineering Command (NAVFAC) contractor(s), Army Corps of Engineers (ACE) contractor(s), state Governments, Local Governments, and any other prime vendor/virtual prime vendor performing under a DoD contract. Based on the success of this contract, it is anticipated that this initiative may expand to various other military and Government installations within the region. Any such additions or deletions made by DLA may result in a significant increase or decrease in the Government’s contract estimated dollar value, but the maximum contract dollar value will not be changed if and when new authorized customers are added.

3. Based on the expansion of the contract, there may be significant additions to the list of items required to be supplied. If the Government does exercise the right to add product lines, the contractor shall have a maximum of 30 calendar days to arrange for distribution of any new items.

4. This contract is for an indefinite quantity type contract. The contract will have a base ordering period of five (5) years with no options.

5. Wide Area Work Flow (WAWF): For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is Wide Area Work-Flow (WAWF). The Metals TLS PV contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. WAWF is available on the Internet at https://wawf.eb.mil/). In addition, WAWF guidance and assistance

PAGE 6 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

is available from our DLA TROOP SUPPORT WAWF team personnel via email inquiry - DLA Troop Supportwawfteam@dla.mil.

6. Fast Pay and Prompt Pay: Fast Pay will be utilized for delivery orders issued under any resultant contract of solicitation SPM8E5-14-R-0006 for orders valued less than $100,000.00, subject to annual renewal of authorizing class deviation. A quarterly audit will be conducted.

DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI transaction set, data in the Next Generation Enterprise Linked Logistics Information Source (NGE) system and/or Proof of Deliveries (PODs) provided by the contractor. Prompt Pay will be utilized for all delivery orders valued at or above $100,000.00. DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI Transaction set, data in the NGE systems and/or PODs provided by the contractor to facilitate prompt payment.

7. CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012) DLA TROOP SUPPORT

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 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.

8. ESTIMATED VALUE

The estimated dollar value over the five-year period is $60,000,00.00 for the Northeast region.

9. TERM

The contract resulting from this solicitation will be Indefinite Delivery/Indefinite Quantity Contract with base ordering period and maximum term of 5 years. This includes a 30 day implementation period, if needed, after award. There are no options.

10. CONTRACT MINIMUM/MAXIMUM

The contract maximum for the Northeast Region is $120,000,00.00. The guaranteed minimum for the Northeast Region is $1,500,000.00 for the five year Base Period.

11. Contract Requirements: The contractor is required to meet the terms of its proposal as offered in response to the subject solicitation and incorporated into this award.

(END OF CAUTION NOTICE)

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS –COMMERCIAL ITEMS

(DEC 2014)

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:

PAGE 7 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

The following paragraph of 52.212-4 is 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), System for Award Management.

Add the following paragraph:

(a) Definitions.

“System for Award Management (SAM) 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—

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

(2) 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 SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

“Registered in the System for Award Management database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, and Contractor and Government Entity (CAGE) code into the SAM database;

(2) The contractor has completed the Core Data, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service. The Contractor will be required to provide consent for TIN validation to the Government as part of the SAM registration process; and

(4) The Government has marked the record “Active”.

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 Pay only applies to Delivery Orders valued under $100,000.00 and is subject to renewal of an authorizing class

PAGE 8 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

deviation.

ADDENDUM TO FAR 52.212-4

THE CLAUSES LISTED BELOW ARE INCORPORATED BY REFERENCE WITH THE SAME FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON REQUEST, THE CONTRACTING OFFICER WILL MAKE THEIR FULL TEXT AVAILABLE. 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 Gratuities (APR 1984) FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

(APR 2014)

FAR 52.204-7 System for Award Management (JULY 2013) FAR 52.204-13 System for Award Management Maintenance (JULY 2013) FAR 52.211-17 Delivery of Excess Quantities (SEP 1989) FAR 52.222-24 Pre-Award On Site Equal Opportunity Compliance Evaluation

(FEB 1999)

FAR 52.223-11 Ozone Depleting Substances (MAY 2001) FAR 52.227-1 Authorization and Consent (DEC 2007) FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright

Infringement (DEC 2007) FAR 52.232-17 Interest (OCT 2010)

FAR 52.242-13 Bankruptcy (JULY 1995) FAR 52.242-15 Stop-Work Order (AUG 1989) FAR 52.247-34 F.O.B. Destination (NOV 1991) FAR 52.247-52 Clearance and Documentation Requirements – Shipments to DOD Air or

Water Terminal Transshipment Points (FEB 2006) DFARS 252.201-7000 Contracting Officer’s Representative (DEC 1991) DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials (SEP

2011) DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights

(SEP 2013)

DFARS 252.203-7003 Agency Office of the Inspector General (DEC 2012) DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992) DFARS 252.204-7004 Alternate A, System for Award Management (FEB 2014) DFARS 252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991) DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (MAR 2014) DFARS 252.211-7006 Passive Radio Frequency Identification (SEP 2011) DFARS 252.219-7003 Small, Small Disadvantaged and Women-Owned

Small Business Subcontracting Plan (DOD Contracts)

(AUG 2012)

DFARS 252.223-7008 Prohibition of Hexavalent Chromium (JUNE 2013) DFARS 252.225-7002 Qualifying Country Sources as Subcontractor (DEC 2012) DFARS 252.225-7008 Restriction on Acquisition of Specialty Metals (MAR 2013) DFARS 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUNE 2013) DFARS 252.225-7012 Preference for Certain Domestic Commodities(FEB

2013)

PAGE 9 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

DFARS 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools (JUN 2005)

DFARS 252.225-7021 Trade Agreements (OCT 2013) DFARS 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (DEC

2006) DFARS 252.226-7001 Utilization of Indian Organizations, Indian Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) DFARS 252.227-7015 Technical Data—Commercial Items (FEB 2014) DFARS 252.227-7037 Validation of Restrictive Markings on Technical Data (JUN

2013) DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports (JUN 2012) DFARS 252.232-7010 Levies on Contract Payments (DEC 2006) DFARS 252.243-7002 Requests for Equitable Adjustments (DEC 2012) DFARS 252.246-7000 Material Inspection and Receiving Report (MAR 2008)* only applicable to shipments to DOD Transshipment points DFARS 252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) DLAD 52.211-9004 Priority Rating for Various Long Term Contracts

(NOV 2011)

DLAD 52.211-9010 Shipping Label Requirements -Military Standard (MIL-STD) -

129P (MAR 2012)* applicable to shipments to DOD Transshipment points and when required by DLA Troop Support

DLAD 52.211-9014 Contractor Retention of Traceability Documentation

(AUG 2012)

DLAD 52.216-9006 Addition/Deletion of Items (AUG 2005) DLAD 52.223-9000 Material Safety Data Sheets and Hazard Warning Labels (NOV 2011) DLAD 52.223-9002 Anti-Stain Treatment (Untreated Wood Products)

(SEPT 2008)

DLAD 52.223-9003 Marking Dangerous Goods or Hazardous Materials(NOV 2011) DLAD 52.223-9004 Federal Insecticide, Fungicide, and Rodenticide Act

(FIFRA)(SEP 2008)

DLAD 52.233-9000 Agency Protests (NOV 2011) DLAD 52.246-9019 Material and Inspection Report (APR 2008) DLAD 52.246-9020 Distribution of Material Inspection and Receiving Report (APR

2008) * only applicable to shipments to DOD Transshipment points

DLAD 52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB 2007) DLAD 52.247-9029 Shipping 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.

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 ** , the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

PAGE 10 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

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

(1) Any order for a single item in excess of ***;

(2) Any order for a combination of items in excess of ***; or,

(3) A series of orders from the same ordering office within 90 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 returned to the ordering office within 3 days 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.

** There is no minimum quantity/dollar value per order.

*** There is no maximum quantity/dollar value per order.

FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

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

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

(d) Any order issued during the effective period of this contract, and not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract later than 2 years after expiration of the contract ordering period.

FAR 52.223-3 -- HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997)

(a) “Hazardous material,” as used in this clause, includes any material defined as hazardous under the latest version of Federal Standard No. 313 (including revisions adopted during the term of the contract).

(b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be delivered under this contract. The hazardous material shall be properly identified and include any applicable identification number, such as National Stock Number or Special Item Number. This information shall also be included on the Material Safety Data Sheet submitted under this contract.

Material

(If none, insert “None”)

Identification No.

(c) This list must be updated during performance of the contract whenever the Contractor determines that any other material to be delivered under this contract is hazardous.

(d) The apparently successful offeror agrees to submit, for each item as required prior to award, a Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet prior to award may result in the apparently successful offeror being considered nonresponsible and ineligible for award.

(e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of this clause, the Contractor shall promptly notify the Contracting Officer and resubmit the data.

(f) Neither the requirements of this clause nor any act or failure to act by the Government shall relieve the Contractor of any responsibility or liability for the safety of Government, Contractor, or subcontractor personnel or property.

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(g) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material.

(h) The Government’s rights in data furnished under this contract with respect to hazardous material are as follows:

(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to --

(i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing of hazardous materials;

(ii) Obtain medical treatment for those affected by the material; and

(iii) Have others use, duplicate, and disclose the data for the Government for these purposes.

(2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing for rights in data.

(3) The Government is not precluded from using similar or identical data acquired from other sources.

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 date of contract award through the end of the contract base period.

(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.

DFARS 252.223-7001 HAZARD WARNING LABELS (DEC 1991)

(a) “Hazardous material,” as used in this clause, is defined in the Hazardous Material Identification and Material Safety Data clause of this contract.

(b) The Contractor shall label the item package (unit container) of any hazardous material to be delivered under this contract in accordance with the Hazard Communication Standard (29 CFR 1910.1200 et seq). The Standard requires that the hazard warning label conform to the requirements of the standard unless the material is otherwise subject to the labeling requirements of one of the following statutes:

(1) Federal Insecticide, Fungicide and Rodenticide Act;

(2) Federal Food, Drug and Cosmetics Act;

(3) Consumer Product Safety Act;

(4) Federal Hazardous Substances Act; or

(5) Federal Alcohol Administration Act.

(c) The Offeror shall list which hazardous material listed in the Hazardous Material Identification and Material Safety Data clause of this contract will be labeled in accordance with one of the Acts in paragraphs (b)(1) through (5) of this clause instead of the Hazard Communication Standard. Any hazardous material not listed will be interpreted to mean that a label is required in accordance with the Hazard Communication Standard.

MATERIAL (If None, Insert “None.”) ACT

(d) The apparently successful Offeror agrees to submit, before award, a copy of the hazard warning label for all hazardous materials not listed in paragraph (c) of this clause. The Offeror shall submit the label with the Material Safety Data Sheet being furnished under the Hazardous Material Identification and Material Safety Data clause of this contract.

(e) The Contractor shall also comply with MIL-STD-129, Marking for Shipment and Storage (including revisions adopted during the term of this contract).

252.246-7003 Notification of Potential Safety Issues.

NOTIFICATION OF POTENTIAL SAFETY ISSUES (JUN 2013)

(a) Definitions. As used in this clause—

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“Credible information” means information that, considering its source and the surrounding circumstances, supports a reasonable belief that an event has occurred or will occur.

“Critical safety item” means a part, subassembly, assembly, subsystem, installation equipment, or support equipment for a system that contains a characteristic, any failure, malfunction, or absence of which could have a safety impact.

“Safety impact” means the occurrence of death, permanent total disability, permanent partial disability, or injury or occupational illness requiring hospitalization; loss of a weapon system; or property damage exceeding $1,000,000.

“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for the Contractor or another subcontractor under this contract.

(b) The Contractor shall provide notification, in accordance with paragraph (c) of this clause, of—

(1) All nonconformances for parts identified as critical safety items acquired by the Government under this contract; and

(2) All nonconformances or deficiencies that may result in a safety impact for systems, or subsystems, assemblies, subassemblies, or parts integral to a system, acquired by or serviced for the Government under this contract.

(c) The Contractor—

(1) Shall notify the Administrative Contracting Officer (ACO) and the Procuring Contracting Officer (PCO) as soon as practicable, but not later than 72 hours, after discovering or acquiring credible information concerning nonconformances and deficiencies described in paragraph (b) of this clause; and

(2) Shall provide a written notification to the ACO and the PCO within 5 working days that includes—

(i) A summary of the defect or nonconformance;

(ii) A chronology of pertinent events;

(iii) The identification of potentially affected items to the extent known at the time of notification;

(iv) A point of contact to coordinate problem analysis and resolution; and

(v) Any other relevant information.

(d) The Contractor—

(1) Is responsible for the notification of potential safety issues occurring with regard to an item furnished by any subcontractor; and

(2) Shall facilitate direct communication between the Government and the subcontractor as necessary.

(e) Notification of safety issues under this clause shall be considered neither an admission of responsibility nor a release of liability for the defect or its consequences. This clause does not affect any right of the Government or the Contractor established elsewhere in this contract.

(f)(1) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for—

(i) Parts identified as critical safety items;

(ii) Systems and subsystems, assemblies, and subassemblies integral to a system; or

(iii) Repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system.

(2) For those subcontracts, including subcontracts for commercial items, described in paragraph (f)(1) of this clause, the Contractor shall require the subcontractor to provide the notification required by paragraph (c) of this clause to—

(i) The Contractor or higher-tier subcontractor; and

(ii) The ACO and the PCO, if the subcontractor is aware of the ACO and the PCO for the contract.

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” means a military operation that 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 results in the call or order to, or retention on, PAGE 13 OF 54 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

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)).

“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)).

DLAD 52.216-9007 CONTRACT AND DELIVERY ORDER LIMITATIONS (NOV 2011)

(a) Delivery orders will specify delivery no less than ** days from the date of order. Changes or cancellations to delivery orders may be made by giving the Contractor notice no less than ** days [remembering that days are always calendar days unless otherwise defined] before the required delivery date.

**Delivery timeframes will vary from order to order. Accordingly, the terms of delivery shall be specified in each particular TLS PV order.

(b) Maximum contract limitation. The maximum dollar value that may be ordered against the contract is $120 million

(c) Guaranteed minimum.

(1) The Government guarantees that it will order under this contract (and under the contract awarded for any partial set-aside) the following minimum, as applicable:

[ ] (i) Base period of one year.

______ (Quantity)

______ (Percentage of the annual estimated quantity or dollar value)

[X ] (ii) Base period of two or more years.

______ (Quantity) multiplied by ______.

X Dollar Value of $1.5 million.

[ ] (iii) The following minimum quantities within the time periods prescribed (quarter (QTR) represents a three-month period computed from date of award):

Contract Line-Item (CLIN) First Quarter Second Quarter Third Quarter Fourth Quarter

[ ] (iv) The Contractor will not be obligated to honor any order with F.o.b. Destination terms that requires delivery to a single destination of a quantity less than that shown below:

CLIN Minimum Quantity Per Destination

(2) The Government may fulfill the guarantee by a single delivery order or by any number of delivery orders subject to the minimum per order specified in the clause Order Limitations, Federal Acquisition Regulation (FAR) clause 52.216- 19 (a). The maximum quantity per order does not apply until after the guaranteed minimum is satisfied.

(3) In the event that a single delivery order includes both items that are within the guaranteed minimum and items in excess of the guaranteed minimum, the maximum delivery order limitations in FAR 52.216-19 (b) shall apply, and the Contractor shall be governed by the notice requirement of FAR 52.216-19 (d).

(4) The total of the delivery orders issued during the base contract period will apply to the minimum guarantee stated in this paragraph (c). The Government’s obligations with regard to the guarantee will be satisfied when the total of the delivery orders equals or exceeds the guaranteed quantity or guaranteed dollar value, as applicable.

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(d) If this is an invitation for bids (IFB) and the Government elects to award a different quantity than that solicited or offer upon, the delivery schedule will be changed in direct proportion to the change in quantity. If this solicitation involves a partial set-aside, the Government will consider each destination (or combined destinations) separately in awarding the set-aside portion. The destination(s) appearing on page(s)______________ is (are) the non-setaside portion.

PRICE ADJUSTMENTS

During any term of the contract the contract unit prices shall be subject to adjustment as provided by the clauses herein entitled Economic Price Adjustment-Price Indexes-Ferrous & Non-Ferrous Metal Shapes (AUG 2008) and Economic Price Adjustment – Market Prices- Ferrous &Non-Ferrous Metal Shapes (AUG 2008).

The mill product price established on the contract date shall be the baseline price for purposes of post award periodic price adjustments relating to mill products.

ECONOMIC PRICE ADJUSTMENT – PRICE INDEXES -- FERROUS & NON-

FERROUS METAL SHAPES (AUG 2008)

(a) WARRANTIES. The Contractor warrants that—

(1) the unit prices included in the Schedule do not include allowances for any portion of the contingency covered by this clause; and

(2) the contract unit prices to be invoiced computed in accordance with the provisions of this clause.

(b) DEFINITIONS. As used throughout this clause—

(1) The revised version of the “price indexes” identified in the “PPI Index” column of the TABLE posted at https://www.dibbs.bsm.dla.mil/ , published by the U.S. Department of Labor, Bureau of Labor Statistics at www.bls.gov approximately four months following initial publication of the index, are, as a satisfactory measure of price changes in the marketplace, used to adjust the Mill Product Price (MPP) component of contract prices on a prospective basis for subsequent deliveries of items subject to adjustment under this clause (see (c) below).

(2) The “base price index” for price adjustments hereunder is the arithmetic average of the revised price index for the each of the three calendar months immediately preceding the month containing the closing date for proposals, if no discussions were held, or containing the due date for receipt of final proposal revisions, if discussions were held.

For items subsequently added to the contract and TABLE, the base price index is the arithmetic average of the price index for each of the three calendar months immediately preceding the effective date of addition to the contract. After the initial price adjustment for each item (including added items), the base price index for each subsequent quarterly adjustment calculation shall be the adjusting price index for the previous three calendar month period.

(3) The “adjusting price index” for price adjustments is the arithmetic average of the revised price index values published for the specified price indexes for the three months ending with the seventh month immediately preceding the date the price adjustment calculations and contract modification are to be effective (e.g., if the initial price adjustment under this clause is to be effective April 1, 2008, the revised version of the price indexes published for July through September 2007 would be used).

(c) ADJUSTMENTS. Adjustments to contract prices pursuant to this clause are limited to the MPP component of those item prices for which a percentage exceeding zero is recorded in the TABLE column “Percent of MPP Subject to PPI Adjustment.” The Contracting Officer shall initiate quarterly price adjustments required by this clause which shall be effective on the first day of each three month period beginning with the seventh month following the month containing the contract effective date. (e.g., if the contract effective date is in September, the effective date of the adjustment modification would be the first day of the following April). For items subject to adjustment hereunder which are added to the TABLE subsequent to contract award, the adjustment shall likewise be made immediately preceding, and have an effective date on, the first day of the seventh month following the effective date the items are added to the contract and TABLE. Price adjustments shall continue for items subject to adjustment hereunder until removed from the contract or the end of contract performance, whichever is earlier.

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