DRAFT_RFP_for_SOE_TLSP_(SPM8EJ-13-R-0001).pdf

SOLICITATION NO. SPM8EJ-13-R-0001 Page 1 of 93

SPEC OPS TLS Program Solicitation

NOTE: Replace this page with the SF 1449.

Standard Form (SF) 1449

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Table of Contents Page Continuation of Blocks from the Standard Form 1449 3 Block 8, Offer Due Date/Local Time 3 Block 9, Issued By 3 Block 17a, Contractor/Offeror 4 Block 17b, Remittance Address 4 Block 19-24, Item No., Schedule of Supplies/Services, Quantity, Unit 4 Solicitation Response Sheet for “No Offer” 6

Caution Notice 7

Contract Clauses 52.212-4 Contract Terms and Conditions—Commercial Items (by reference, see

SF 1449, Block 27a)

Addendum to 52.212-4 Containing Supplementary Clauses in Full Text and by Reference 17 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders—Commercial Items

252.212-7001 Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items

Statement of Work 45 Data Specification Document 62

Solicitation Provisions 52.212-1 Instructions to Offerors—Commercial Items, (by reference, see SF

1449, Block 27a)

Addendum to 52.212-1 66 52.212-2 Evaluation—Commercial Items 75 Addendum to 52.212-2 76 52.212-3 Offeror Representations and Certifications—Commercial Items, Alternate I

Addendum to 52.212-3 91 252.212-7000 Offeror Representations and Certifications—Commercial Items 92

Attachment 1 – Price Evaluation List SPM8EJ-13-R-0001

Attachment 2 – Potential Delivery Locations

SOLICITATION NO. SPM8EJ-13-R-0001 Page 3 of 93

Continuation of Blocks from SF 1449

1. Block 8 Offer Due Date/Local Time: TBD_________

2. Block 9 › Address and Submit “mailed” offers to:

Defense Logistics Agency Troop Support Post Office Box 56667 Philadelphia, PA 19111-6667 Solicitation Number: SPM8EJ-13-R-0001 Opening/Closing Date and Time: __TBD________

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

DLA Troop Support Business Opportunities Office Bldg. 36, 2nd Floor, Room 2035 700 Robbins Avenue Philadelphia, PA 19111-5092 Solicitation Number: SPM8EJ-13-R-0001 Opening/Closing Date and Time: __TBD________

Notes: 1. All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 3:30 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “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.

Offerors intending to deliver hand carried offers either in-person or through a hand-carried delivery service are advised that the Business Opportunities Office (Bid Room) is located within a secure military installation. In order to gain access to the facility, an escort may be required. The escort will be an employee from the Bid Room. The following are telephone numbers for the Bid Room: (215)737-8511, (215)737-9044, or (215)737-7354. It is the offeror’s responsibility to ensure that 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 number of circumstances, it is recommended that you arrive at the installation at least one hour prior to the time the 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.

SOLICITATION NO. SPM8EJ-13-R-0001 Page 4 of 93

› Facsimile offers are NOT authorized for submission of initial proposals. However, in the event of solicitation amendments, clarifications, discussions, and/or other communications, revisions to the initial proposal and/or other correspondence may be submitted via fax if authorized by the Contracting Officer.

› Email offers are NOT authorized for submission of initial proposals. However, in the event of solicitation amendments, clarifications, discussions, and/or other communications, revisions to the initial proposal and/or other correspondence may be submitted via email if authorized by the Contracting Officer.

› Transmit “facsimile” proposal revisions or other correspondence, if authorized by the Contracting Officer, or offer withdrawals to: (215) 737-9300, 9301, 9302 or 9303

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.)

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

4. Block 17b:

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

5. Continuation of Blocks 19-24:

Schedule of Supplies

1. Each awardee will be responsible for supplying, to authorized customers under the resulting contracts, various types of special operational equipment. These items include, but are not limited to: Survival Gear, Tactical Equipment, Eyewear vision Enhancing Equipment, Escalation of Force Equipment, Visit Board Search and Seizure (VBSS), Scuba and other Diving Equipment, Thermal Protection Equipment, Surface Supplied Diving Equipment, Communication Devices, Compressors and Air Purification Systems, Hyperbaric Instrumentation and Equipment, Lifesaving – Search and Rescue Equipment, Air Crew Support and Flight Deck Safety Items, Underwater Tools, Load Carrying Equipment (i.e., vests, backpacks, systems, trunk lockers), Lethality Support Items (i.e., slings, holsters, mobility pad items, straps and fasteners, reflective belts), Survival kits, and Mountain climbing equipment. All items are commercial products or modified commercial products which are identified by manufacturer’s part number, or commercial item descriptions. All items are to conform to the manufacturer’s commercial specifications. Ability One items will not be procured through the Special Operational Equipment Tailored Logistics Support Program.

2. Pricing Overview

a. The Price Evaluation List contains a total of 270 lines, including 269 supplies and 1 incidental service line item found on line 4 of the Price Evaluation List. The contractor shall provide ceiling prices on a minimum of 90% of the 270 items on the

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Price Evaluation List. The contractor MUST provide a ceiling price for the knife (either the exact item or an acceptable alternate) listed on line 3 and the engraving service listed on line 4. Alternate items to those found on the Price Evaluation List can be offered at the time of Price Proposal. However, the offeror must provide a complete technical data package for the Alternate item being offered as well as the item on the Price Evaluation List for comparison purposes. If the item is deemed equal in form, fit, and function to the item on the Price Evaluation List it may be added to the Special Operational Equipment (SOE) Program Catalog. It is anticipated that each Tailored Logistics Support (TLS) Contractor shall be as aggressive as possible in pursuing all discounts and rebates. TLS Contractors shall guarantee that Troop Support and its customers will receive discounts and rebates equal to or better than the offerors most favored commercial customers with similar sales. Reverse Auctioning for the Price Evaluation List may be utilized as a pricing tool during discussions, if discussions are held, in accordance with DLAD 52.215-9023, Reverse Auction, set forth elsewhere in this solicitation. See 52.212-1 Instructions to Offerors for more detailed information.

b. Please see Statement of Work (SOW) for more detailed information on the Price Evaluation List and Special Instructions / Conditions / Notices to Offerors for Submittal of Source Selection Proposal Information.

c. Base Period Prices: Prices offered for the items and incidental service on the Price Evaluation List and prices offered for alternate items accepted by the Government will be used for evaluation purposes and will be awarded as firm fixed ceiling prices.

The fixed prices will constitute a Not to exceed CEILING PRICE for the BASE PERIOD (2 year term) on any resultant contract for the Special Operational Equipment Program.

d. Option Year Prices: Prices offered for the items and incidental service on the Price Evaluation List and prices offered for alternate items accepted by the Government will be used for evaluation purposes and will be awarded as firm fixed ceiling prices.

The fixed prices will constitute a Not to exceed CEILING PRICE for EACH OPTION YEAR TERM (Three (3) one (1)-year terms) on any resultant contract for the Special Operational Equipment Program.

Note: Contractors are encouraged, when competing for delivery orders, to provide a quote less than their ceiling price

3. Contract Estimates:

NOTE 1: The estimated dollar values listed are only estimates based on historical data available to the Contracting Officer at the time of the solicitation. These estimates are not guarantees, and are not necessarily indicative of actual requirements under this procurement. The Government’s obligation under any contracts resulting from this procurement is limited to the stated guaranteed minimum order amount (see Caution Notice, number 4). When you offer your price, you must take into account any business risk associated with these estimates.

NOTE 2: The estimated dollar values listed include an upward adjustment over historical data to account for contingency, potential new customers, and new items that may be added due to enhanced technology and/or customer needs.

Estimated Value $4,000,000,000

Base Period (2 Years) $1,600,000,000 1st Option $800,000,000 2nd Option $800,000,000 3rd Option $800,000,000

SOLICITATION NO. SPM8EJ-13-R-0001 Page 6 of 93

SOLICITATION RESPONSE SHEET FOR “NO OFFER”

Solicitation No.: SPM8EJ-13-R-0001

Offer Due Date/Time: ____________________________________

No Offer Submitted for Reason(s) Checked:

[ ] Cannot comply with specification

[ ] Cannot meet delivery requirement

[ ] No open production capacity at plant

[ ] Do not regularly manufacture or sell the type of items involved

[ ] Other (specify):

[ ] We do [ ] We do not desire to be retained on the mailing list for future procurements for the type of item(s) involved.

Name/Address of firm (include ZIP Code):

Type or print Name/Title of signer: _____________________________________

Signature: __________________________________________________________

SOLICITATION NO. SPM8EJ-13-R-0001 Page 7 of 93

Caution Notice

1. Proposals are being solicited for Special Operational Equipment (SOE) Tailored Logistics

Support Program (TLSP) contracts for logistical support of military commands, federal agencies, and other authorized DLA customers located worldwide - e.g., from the continental United States to outlying regions such as Hawaii and Guam, OCONUS Europe, Japan, Korea, Africa, and the Middle East. The resulting contracts will require support to all authorized customers worldwide.

2. DLA Troop Support is a Primary Level Field Activity of the Defense Logistics Agency

(DLA) and is a combat support activity whose objective is to continue, and to expand, its use of unique and innovative approaches for providing focused logistics support for its military and federal customers, as well as other authorized customers, including for special operational equipment requirements. Proposals are being solicited for tailored logistics packages that, to the maximum extent practicable, will employ the techniques, advantages and economies of commercial business practices to reduce the total logistics cost to Troop Support and its customers, and to provide rapid response, direct vendor delivery, advanced distribution, material management, total asset/in-transit visibility, and information fusion, in response to, and to the satisfaction of, Troop Support customers’ demands. Therefore, to the maximum extent practicable, the contract(s) resulting from this solicitation shall integrate the business practices of the commercial industry and military supply distribution systems.

3. The Government intends to make multiple awards, with each awarded contract to provide all items and incidental services designated. However, the Government reserves the right to make a single award if it is in the best interest of the Government. Contractors must be able to supply the special operational equipment items as described to all authorized customers worldwide. Customers will be Military Services / Department of Defense (DOD), other federal agencies, state and local governments, and other authorized customers of DLA Troop Support.

4. The Government guarantees that it will order under each contract awarded under this solicitation a minimum quantity of supplies having a minimum dollar value of $500,000.00 for the two (2) year base period. In the event that an option is exercised, the guaranteed minimum dollar amount for each one (1) year option invoked shall be $250,000.00. The aggregate dollar value of delivery orders issued during the two-year base contract period will be applied to the minimum guarantee. At the time when the aggregate of delivery orders equals the guaranteed minimum, the guaranteed minimum will have been met and the Government’s obligations with regard to the guarantee will have been satisfied.

5. The maximum dollar value for the entire SOE TLSP including all contracts awarded is

$10,000,000,000. The maximum dollar value listed represents an upward adjustment to account for contingency, potential new customers as well as new items that may be added due to enhanced technology and/or customer needs.

6. The resultant contracts will be Indefinite Delivery/Indefinite Quantity Contracts with a base ordering period of 2 years, which includes a sixty (60) day implementation period, if needed, after award. Each contract awarded will contain a provision for unilateral option(s) on the part of the Contracting Officer to extend the term of the contract for up to three (3) one (1)

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Caution Notice (continued) year option periods. The exercise of options by the Contracting Officer is covered in FAR 52.217-9 entitled “Option to extend the term of the contract. Acceptance of this clause is mandatory. Therefore, submission of a proposal/offer shall be considered the offeror’s acceptance of the option provision.

7. After award, requests for supplies will be competed among awardees, except that the Government reserves the right to direct orders to a particular source under urgent circumstances, to meet contractual minimums, or to provide economy and efficiency as a logical follow-on to an order already issued in accordance with FAR 16.505(b)(2). Award decisions may be made either by line item or in their entirety. After contract award, the contracting officer may choose to use reverse auctions for the competition of delivery orders as outlined in DLAD 52.215-9033- COMPETING INDIVIDUAL DELIVERY ORDERS THROUGH ON-LINE REVERSE AUCTIONING (JULY 2012). In accordance with FAR 16.505(b)(6), the following individual has been designated the delivery order ombudsman:

Mr. Robert Panichelle DLA Troop Support

700 Robbins Avenue, Bldg. 6-D-026 Philadelphia, PA 19111

Telephone: 215-737-5855 Facsimile: 215-737-7401

Email: Robert.Panichelle@dla.mil

8. Offerors are advised that the Berry Amendment and Buy American Act apply to this solicitation. Depending on the item being solicited, the Berry Amendment or the Buy American Act requirements may apply. Note that for this procurement, contractors shall only provide end items that are manufactured or substantially transformed in the United States or a Qualifying or Designated country, as set forth in FAR 25.003 and DFARS

225.003. Additionally, there are other procurement restrictions set forth in the regulations that may apply to certain specific products. Contractors must be aware of which provision applies at the time that they submit their offer.

9. This solicitation is being issued as a 100% Total Small Business Set-Aside (SBSA) acquisition. Proposals will be evaluated using best value tradeoff procedures, in accordance with FAR 12, FAR 15.101-1 and DoD Source Selection Procedures 2011 set forth in DFARS 215.300, and will not be limited to cost or price alone. The non-price and business evaluation factors are contained in the Addendum to FAR Clause 52.212-1, “INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS” section. Proposals will be evaluated in accordance with the Addendum to FAR Clause 52.212-2, “EVALUATION – COMMERCIAL ITEMS,” section. Non-price Proposals will be evaluated using adjectival ratings, following which a Non-price proposal vs. Price Proposal tradeoff evaluation will occur to determine the “Best Value” to the Government.

For this solicitation, the non-price evaluation factors (past performance and technical merit) are considered to be significantly more important than price. Past performance shall be considered more important than technical merit. The information provided in the Non-price and Price Proposals will be used for evaluation purposes. However, the Government

SOLICITATION NO. SPM8EJ-13-R-0001 Page 9 of 93 reserves the right to make any portion of the proposal that exceeds requirements of the solicitation, a contractual requirement at time of the award. Upon award, the final Price Proposal unit prices become a fixed ceiling price for the two (2) year base period and three

(3) one (1) year option periods if invoked. TLS Contractors may not provide a price quote (in post award competition of delivery orders) that exceeds the fixed ceiling price.

NOTE: To have the status of a small business concern, a concern must meet the size standard specified in block 10, Page 1 of this Solicitation (Standard Form 1449). The status of a concern as a “small business concern,” a “small, disadvantaged business concern,” “woman-owned small business concern,” a “service-disabled veteran-owned small business concern,” or a “HUBZone” is subject to review and verification by the Small Business Administration (SBA).

10. Proposals are invited only on the basis of F.O.B. Destination in accordance with FAR 47.303-6. Offers submitted on basis other than F.O.B Destination will not be considered for award.

F.O.B. Terms – Transportation shall be F.O.B. Destination. (Refer to Statement of Work paragraph 8 entitled Delivery Requirements for additional information)

Pricing of Offered items – Offerors (and following award TLS contractors) shall include transportation costs in their proposed unit prices. Proposed pricing shall be F.O.B.

Destination end unit pricing, which includes transportation to customers worldwide.

Inspection & Acceptance Point – Point of Inspection and Acceptance shall be at Destination (defined as customer’s CONUS location, customer’s OCONUS location, or a CONUS Consolidation Point where applicable).

Invoicing and Payment: Fast Payment Procedures shall be utilized in accordance with FAR 13.4 for delivery orders issued under any resultant contract of solicitation SPM8EJ- 13-R-0001 for orders valued up to $100,000.00. Prompt Payment shall be utilized in accordance with FAR 32.9 for all delivery orders valued at $100,000.00 or more.

11. 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 WorkFlow (WAWF). TLS vendors 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 is available from our DLA Troop Support WAWF team personnel via email inquiry to DLA Troop Supportwawfteam@dla.mil.

Note: Submission of payment requests and receiving reports can be submitted via an 810 Invoice should WAWF not be available. After shipment, an 810 – Invoice is required to be forwarded. Invoicing for the TLS Program will be at the line item level.

There should be a corresponding invoice line for each line on the 850/855 once the line has been shipped. Therefore, it is critical to maintain the same line item number used from the 850/855 on the 810. For example, if the item was listed as line item number 1 on the 850/855 Purchase Order Transaction it must be listed as line item number 1 on the 810 Invoice. The government’s processing system, known as DLA Enterprise Business

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System (EBS), will be matching price and quantity per line item, along with the customer’s Material Receipt Acknowledgement (MRA) in order to make payment.

12. Proposals MUST BE prepared and submitted in three (3) volumes in accordance with the section “Addendum to FAR 52.212-1: SPECIAL INSTRUCTIONS / CONDITIONS /

NOTICES TO OFFERORS FOR SUBMITTAL OF SOURCE SELECTION PROPOSAL

INFORMATION.” Volume I shall consist of the Non-price proposal, which must be devoid of all reference to cost or price. Volume II shall consist of the Price Proposal. Volume III shall consist of the offeror’s signed copy of the Solicitation and Amendments issued along with the offeror’s completed fill-ins and offeror certifications required by the Solicitation as referenced in FAR 52.212-3 and DFARS 252.212-7000 Addendum to the above cited FAR 52.212-1 and 52.212-2 provide instructions on the preparation and evaluation of proposals.

13. Electronic Data Interchange (EDI) requirements are listed in the Statement of Work. – see DATA INTERCHANGE (EDI). The ‘ANSI X12 transaction sets’ requirement (paragraph

b) in the EDI clause should be given particular attention.

14. The Government intends to make awards based on initial offers; however, the Government reserves the right to conduct discussions, if necessary. Offerors are encouraged to submit their best proposal in response to this solicitation.

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

This solicitation and the resultant contracts shall include 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.

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16. A Surge & Sustainment Capability Assessment Plan (CAP), previously referred to as the “Surge Plan,” is required. FAILURE TO SUBMIT AN ACCEPTABLE PLAN OR

ADDRESS THIS REQUIREMENT COULD MAKE AN OFFEROR INELIGIBLE FOR

AWARD. See DLAD 52.217-9007 Surge and Sustainment (S&S) Instructions to Offerors, for information on what the plan must include. The items with S&S requirements are noted on the price evaluation list with their Monthly War Time Rates. The surge/sustainment plan requirement does not eliminate the requirement for a readiness plan as requested in the Addendum to FAR Clause 52.212-1. The CAP must specifically address the surge items identified; whereas, the readiness plan must address the offerors plan to handle increased requirements in support of contingencies.

17. A pre-proposal conference will be held to explain the requirements of this solicitation

(SPM8EJ-13-R-0001) and to respond to questions raised by prospective offerors (DLAD 52.215-9007 (FEB 2005). Prospective offerors are encouraged to attend.

To arrange attendance, prospective offerors are requested to contact:

Name(s): Meghan Michalski and Courtney Baysmore

Telephone: 215-737-2051; 215-737-4869

E-mail Address: meghan.michalski@dla.mil; courtney.baysmore@dla.mil

The date, time, and location of the conference will be provided at a later date and will be advertised on the Federal Business Opportunities Website at www.fbo.gov.

Prospective offerors are requested to submit questions regarding the solicitation in writing via electronic mail to the above e-mail addresses five (5) business days in advance of the conference to allow their inclusion in the agenda. Questions will be considered at any time prior to or during the conference; however, offerors will be asked to confirm verbal questions in writing.

The Government will not be liable for expenses incurred by an offeror prior to contract award. Offerors are cautioned that remarks and explanations provided at the conference shall not change the terms of this solicitation unless the solicitation is amended in writing. Offerors may obtain a copy of the conference minutes from the Contracting Officer.

18. Facsimile and E-mail Offers are not acceptable forms of transmission for submission of initial proposals. As directed by the Contracting Officer, facsimile and/or e-mail may be used for clarifications, during discussions/negotiations if held, and for proposal revision(s) including Final Proposal revision(s).

19. The Government reserves the right to cancel this solicitation. If this should occur, the

Government will not be liable for solicitation preparation costs or any other costs incurred.

20. The term Contractor used throughout this solicitation is synonymous with terms TLS contractor, awardee, offeror or vendor.

21. For the purposes of this solicitation and the resultant contract(s), the term “day” means a calendar day unless otherwise specified.

(END OF CAUTION NOTICE)

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FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(FEB 2012)

(a) Inspection/Acceptance.

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment.

The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727).

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

(c) Changes.

Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes.

This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C.

601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions.

The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable Delays.

The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

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FAR 52.212-4 (Continued)

(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-Central Contractor Registration; or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent Indemnity.

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

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer(EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until the date paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95- 563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if --

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 33.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall 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 the contract.

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

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

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

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

SOLICITATION NO. SPM8EJ-13-R-0001 Page 15 of 93

(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 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.

SOLICITATION NO. SPM8EJ-13-R-0001 Page 16 of 93

(p) Limitation of Liability.

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

(q) Other Compliances.

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

(r) Compliance with Laws Unique to Government Contracts.

The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C.

51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of Precedence.

Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be

SOLICITATION NO. SPM8EJ-13-R-0001 Page 17 of 93 considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at https://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.

Alternate I (Oct 2008) [Applicable only when a time-and-materials or labor-hour contract is contemplated.]

If preceded by an X, the following paragraphs of 52.212-4 contain additional language:

Paragraph Additional Language

[ ] (a) FAR 52.246-2, Inspection of Supplies - Fixed Price, is hereby included in this contract and takes precedence over FAR 52.212-4(a).

[ X ] (i) FAR 52.213-1, Fast Payment Procedure, DLAD 52.212- 9001, Application of Fast Payment to Part 12 Acquisitions, and DLAD 52.213-9009, Fast Payment Procedure, apply and are hereby incorporated by reference. The Government will pay invoices based on the Contractor’s delivery of supplies to a post office or common carrier (or, in shipments by other means), to the point of first receipt by the Government. ** Fast Payment provisions shall apply only for supply orders valued under $100,000.

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

SOLICITATION NO. SPM8EJ-13-R-0001 Page 18 of 93

ADDENDUM TO FAR 52.212-4 (continued)

DLAD Clauses: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

CLAUSE NUMBER TITLE/DATE

FAR 52.204-7 Central Contractor Registration (DEC 2012) FAR 52.204-13 Central Contractor Registration Maintenance

(DEC 2012)

FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) 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) DFARS 252.225-7000 Disclosure of Information (DEC 1991) DFARS 252.204-7003 Control of Government Personnel Work Product

(APR 1992)

DFARS 252.204-7004 Alternate A, Central Contractor Registration

(FEB 2013)

DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (DEC 2006) DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

(APR 2003)

DFAR 252.225-7040 Contractor Personnel Authorized to Accompany

U.S. Armed Forces Deployed Outside the United States (JUN 2011)

DFARS 252.232-7010 Levies on Contract Payments (DEC 2006) DLAD 52.211-9010 Shipping Label Requirements -Military Standard

(MIL-STD) -129P (NOV 2011)

DLAD 52.233-9000 Agency Protests (NOV 2011) DLAD 52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB 2007) FAR 52.225-25 Prohibition on Engaging in Sanctioned Activities

Relating to Iran—Certification (SEP 2010)

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

SOLICITATION NO. SPM8EJ-13-R-0001 Page 19 of 93 for cause for which the Government repurchases the terminated supplies or services, regardless of whether any other damages are incurred and/or assessed.

[ X ] DFARS 252.211-7006 PASSIVE RADIO FREQUENCY IDENTIFICATION

(SEP 2011) [Applies when checked]

DLAD 52.216-9006 ADDITION/ DELETION OF ITEMS (AUG 2005)

(a) The Government reserves the right to unilaterally delete items that were available from only one manufacturer at the time of award if an alternate source of supply becomes available or the Government’s requirements are modified to provide for full and open competition. The Government will provide a 30 day advance notice to the Contractor prior to deleting any item from the contract.

(b) New items may be added to the contract through bilateral modification with negotiated prices. All new requirements are subject to synopsis prior to addition to the contract.

(c) Discontinued items:

(1) The Contractor agrees to provide the Government with immediate, written notification when an item is to be discontinued by the manufacturer, including a recommendation for any potential substitute or replacement items. If the Government elects to include a substitute or replacement item in the contract, the contract will be modified accordingly.

(2) If an item is discontinued without replacement, the notice should include a recommendation concerning the availability of items that are comparable in form, fit, and function. The Contractor shall not incur any costs related to alternate sources of supply without the express written approval of the Contracting Officer. The Government has the option to make a last time order, or series of orders, within 30 days after receiving written notification of the discontinued item after which the item will be deleted from the contract.