SF1449_ SPE2DH25R0001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000203874

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE2DH-25-R-0001

5. SOLICITATION NUMBER

2026 FEB 24

6. SOLICITATION ISSUE

DATE

Yasmeen Turner PDPSHC6

a. NAME

Phone: 445-737-5365

b. TELEPHONE NUMBER (No Collect calls)

2026 MAR 25

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE2DH

DLA TROOP SUPPORT

MEDICAL SUPPLY CHAIIN FSH

700 ROBBINS AVENUE

PHILADELPHIA PA 19111

USA

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

339112NAICS:

SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

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 16. ADMINISTERED BY CODE

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

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

See Schedule

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 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

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

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

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

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

03:00 PM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

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

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE 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

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

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

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

SOLICITATION NO. SPE2DH-25-R-0001 Page 3 of 120

Table of Contents

Page Caution Notices

Small Business Opportunities 4 TAA Compliance 4 Contractor Code of Business Ethics 4

Continuation of Blocks from the Standard Form 1449 5 Notice to Offerors 8

General Information For Offerors 10

Contract Clauses

FAR 52.212-4 Contract Terms and Conditions—Commercial Items (by reference, see SF 1449, Block 27a)

Addendum to FAR 52.212-4 18 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders—Commercial Items

FAR 52.252-2 Clauses Incorporated by Reference 30

STATEMENT OF WORK 34-64

Solicitation Provisions

FAR 52.212-1 Instructions to Offerors—Commercial Items 65 Addendum to FAR 52.212-1 69 FAR 52.212-2 Evaluation—Commercial Items 81 Addendum to FAR 52.212-2 83 FAR 52.212-3 Offeror Representations and Certifications-Commercial Items, Alternate I 89 Addendum to FAR 52.212-3 108 FAR 52.215-20 -- Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data. (Oct 2010)

Contract Documents, Exhibits or Attachments

ATTACHMENT #1 – Price Evaluation Book ATTACHMENT #2 – Vendor Question Resolution Matrix

SOLICITATION NO. SPE2DH-25-R-0001 Page 4 of 120

CAUTION NOTICE

1. Small Business Opportunities: The Government intends to make multiple Indefinite Delivery/Indefinite Quantity (IDIQ) Hospital Supply Tailored Logistics Support (TLS) Contracts under this single solicitation. This acquisition is being solicited as unrestricted. A Small Business Subcontracting Plan may be required. As a result of this solicitation, there will be a maximum of seven (7) contract awards.. In accordance with FAR 19.503, this acquisition will include a reserve of three (3) contract awards for any of the small business concerns identified in FAR 19.000 (a) (3).

2. TAA Compliance: Offerors are advised that the Trade Agreements Act (TAA) applies to this solicitation. Contractors shall ensure that all end items furnished under any resultant contract are manufactured or substantially transformed in the United States or in a designated country, as defined in FAR 25.003 and DFARS 225.003. In accordance with FAR 52.225-5 and DFARS 252.225-7021, only TAA-compliant products are authorized for delivery under this program.

Products from non-designated countries are not eligible for award and may not be supplied without an approved waiver from the Contracting Officer. Contractors are responsible for ensuring that each offered item complies with TAA sourcing requirements at the time of proposal submission. Additional procurement restrictions or sourcing limitations may apply to certain items as set forth in the applicable FAR and DFARS regulations.

3. The term Contractor, as used throughout this solicitation, is synonymous with TLS Contractor, awardee, offeror, or vendor.

4. For purposes of this solicitation and any resultant contract, the term “day” means a calendar day unless otherwise specified.

CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct 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)

SOLICITATION NO. SPE2DH-25-R-0001 Page 5 of 120

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

Continuation of Blocks SF 1449

3. Block 8

Offer Due Date/Local Time: March 25, 2026; 3:00PM EST-Philadelphia

Note: If conditions warrant, the Government may reopen this solicitation 1 additional time for additional offers.

4. Block 9

All proposals must be submitted through DIBBS along with all supporting documents. The offer must be signed and completed in its entirety in accordance with the solicitation requirements. Do not select submit until all associated documents are added. No data will be saved unless the offer is submitted. Once submitted, documents may be added but not removed.

Yasmeen Turner is the Contracting Officer.

If you are unsure how to submit a signed and fully completed solicitation through DIBBS, please contact Ryan Sullivan at ryan.sullivan@dla.mil for guidance.

NOTE: If the ability to upload proposals is unavailable for any reason, this does not constitute an acceptable reason for a late bid. Please contact Ryan Sullivan at ryan.sullivan@dla.mil should this situation occur.

NOTE: Emailed, facsimile, hand carried, and mailed offers are NOT acceptable forms of transmission for submission of initial proposals or revisions to initial proposals submitted in response to this solicitation.

SOLICITATION NO. SPE2DH-25-R-0001 Page 6 of 120

5. Block 17a

Offeror’s Assigned Unique Identifier Number:

________________________________________ (If you do not have a Unique Entity Identifier 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 establishing a unique entity identifier.)

Offeror’s Assigned Commercial and Government Entity (CAGE) Code:

6. Block 17b

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

7. Block 19-22

Schedule of Supplies:

1. Items:

a. Each awardee will be responsible for supplying various commercial medical equipment, accessories, consumable, and durable items used by medical professionals, technicians, and laboratory personnel to perform a treatment, test, or operation, or to provide medical care for a patient. In addition, vendors will provide the full range of logistics functions, including shipping, receiving, storage, inventory management, and transportation visibility to achieve a solution supported by Tailored Logistics Support Program (TLSP) will fall under, but not limited to, the following Product Group Code (PGCs):

• PGC 4110 – Refrigeration Equipment

• PGC 6515 – Medical and Surgical Instruments, Equipment, and Supplies

• PGC 6520 – Dental Instruments, Equipment, and Supplies

• PGC 6525 – Imaging Equipment and Supplies; Medical, Dental, Veterinary

• PGC 6530 – Hospital Furniture, Equipment, Utensils, and Supplies

• PGC 6540 – Ophthalmic Instruments, Equipment, and Supplies

• PGC 6630/6632 – Chemical Analysis Instruments

• PGC 6640 – Lab Equipment and Supplies

All items are commercial products or modified commercial products which are identified by National Stock Number (NSN), manufacturer’s part number, or commercial item descriptions. All items are to conform to the manufacturer’s commercial specifications.

SOLICITATION NO. SPE2DH-25-R-0001 Page 7 of 120

The fundamental intent of this program is to supplement, not supersede, the Government’s existing procurement landscape. Accordingly, this contract shall not be utilized to circumvent mandatory sources (e.g., UNICOR, AbilityOne). While it is not intended to circumvent other established procurement channels (e.g., ECAT, DAPA/PV), it may be used to procure items confirmed to be unavailable through them. The primary function of this vehicle remains the procurement of items that the Government determines are logistically unsourceable from any channel. The intent is to fill capability gaps, not to create duplicative or competing procurement channels.

Under TLSP, the following items, when procured as complete, OEM-contracted Capital Equipment System, are excluded and not in scope of the resulting contracts/delivery orders:

a. All Radiology and Imaging systems including, but not limited to, fixed DR X-ray, portable DR X-Ray, mobile X-Ray, Radiographic X-Ray, Radiographic/Fluoroscopic X-Ray (RF), Digital RF, Computed Radiography (CR), C-Arms, Special Procedures Room (enhanced RF), Angiography, Cardiac Cath Labs, Computed Tomography (CT), Positron Emission Tomography (PET)-CT, Magnetic Resonance (MR), MR- PET, Ultrasound, Nuclear Medicine, Urological X-Ray, Workstations for Radiology and Imaging systems, Radiology Glassware, Magnetoencephalography (MEG), Cyclotrons and Mammography.

b. Radiation Oncology (Radiation Therapy), Lithotriptor systems, Radiology Picture Archiving and Communication System (PACS) including PACS software, equipment, and maintenance of Radiology PACS.

c. Patient Monitoring Equipment, Defibrillators, Ventilators, Anesthesia apparatus, Electrocardiographs, and other medical device/equipment that have the manufacturer under contract on other Capital Equipment Programs (e.g. Patient Monitoring and Capital Equipment Program (PMCE)).

d. Pharmacy Automation Systems and Integrated Operating Room Equipment (IOR).

e. Extended and turnkey installation (e.g., site preparations) for Capital Equipment or major systems is not authorized under this solicitation.

NOTE: Repair parts, accessories and consumables for the excluded systems are allowable under this program.

SOLICITATION NO. SPE2DH-25-R-0001 Page 8 of 120

NOTICE TO OFFERORS

1. The Medical Directorate at DLA Troop Support is an Inventory Control Point (ICP) 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. Our primary focus is to support the warfighter in time of war, in peace, during relief efforts, in times of national emergency or in support of our humanitarian operations. Proposals are being solicited for tailored logistics support program that, to the maximum extent practicable, will supply commercial medical equipment, accessories, consumable, and durable mission related supplies used by medical professionals, technicians, and laboratory personnel to perform a treatment, test, or operation, or to provide medical care for a patient. In addition, vendors will provide the full range of logistics functions, including shipping, receiving, storage, inventory management, and transportation visibility to achieve a solution for DLA customers.

2. This solicitation represents the first generation of the Hospital Supply Tailored Logistics Support Program of DLA Troop Support. Tailored Logistics Support through this program will support a full line of medical equipment, accessories, consumables, and durable mission-related supplies used by medical professionals, technicians, and laboratory personnel to diagnose, treat, cure, manage, or mitigate clinical conditions in support of patient care for DLA customers; across all Department of Defense (DoD) Medical and Dental treatment facilities, military sites, and other federally funded partners.

3. Proposals are being solicited for Hospital Supply Tailored Logistics Support Program contracts for logistical support of the DLA/DoD customer base. The primary customer base consists of DLA customers across all Department of Defense (DoD) Medical and Dental treatment facilities, military sites, and other federally funded partners. In addition, DLA Troop Support reserves the right to utilize this vehicle for FMS traditional requirements if the need should arise or the FMS initiative dissolves. For Foreign Governments receiving security assistance authorized by the Arms Export Control Act (AECA), as amended [22 U.S.C 2751. et. Seq.]. Under Section 3, of the AECA, the U.S. may sell defense articles and services to foreign countries and international organizations when the President formally finds that to do so will strengthen the security of the U.S. and promote world peace. Under FMS, the U.S. Government and a foreign government enter into a government-to-government agreement called a Letter of Offer and Acceptance (LOA). All customers will be required to have signed a LOA prior to DLA Troop Support placing an order on behalf of a foreign Government through these contracts.

4. This solicitation is being issued under Full and Open Competition procedures. The

Government intends to make a maximum of seven (7) awards while reserving three (3) of the intended seven contracts for Small Business in the event that seven technically acceptable large business offers are received. The Small Business awards will be made to the highest rated Small Business based on price and all other factors considered.

Contractors must be able to supply the items defined under this program to all authorized DLA customers.

SOLICITATION NO. SPE2DH-25-R-0001 Page 9 of 120

a. Proposals will be evaluated using trade-off best value procedures, in accordance with FAR 12, FAR 15.101-1 and DoD Source Selection Procedures September 1, 2022. For this solicitation, the technical factors when combined are significantly more important than price factors.

b. 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 is subject to review and verification by the Small Business Administration (SBA).

The HubZone Price Evaluation Preference prescribed under FAR 19.1307 is not applicable to this acquisition due to the use of reserves IAW FAR 19.503.

c. Note: Competitive range will be comprised of all the most highly rated proposals. In accordance with FAR 15.306 (c)(2), the contracting officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals (10 U.S.C. 2305(b)(4) and 41 U.S.C.

3703).

5. After award, all items not on the awarded PEL or orders above the micro-purchase threshold will be competed among awardees and awarded via Delivery Orders (DOs);

however, 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 all or nothing.

a. The final Business Proposal unit prices become a fixed ceiling price for the base period subject to an EPA adjustment at each option period. TLS contractors may not provide a price offer that exceeds the fixed ceiling price but are encouraged to provide a lower price during the competition process.

b. If items or product lines are added to the contract(s), the Contractor will be required to arrange for distribution of such items or product lines within 60 days of its addition to the contract.

***PREPROPOSAL QUESTIONS/REQUESTS FOR CLARIFICATION***

Any technical questions, requests for clarification, or requests for data in connection with this solicitation must be in writing and shall be directed to the Contract Specialist and Contracting Officer, Ryan Sullivan and Yasmeen Turner. All questions must be submitted in the form of Attachment 2-Vendor Question Resolution Matrix.xlsx. and submitted via electronic mail to ryan.sullivan@dla.mil and yasmeen.turner@dla.mil.

Vendors are encouraged to follow-up via telephone with Ryan Sullivan 445.737.7510 to ensure that questions have been received. Questions should be submitted by 3:00 P.M. Local Philadelphia Time on March 11, 2026, to allow DLA Troop Support to have adequate time to answer questions and disseminate answers via amendment to all vendors.

SOLICITATION NO. SPE2DH-25-R-0001 Page 10 of 120

Note. The absence of a return phone call from DLA Troop Support does not modify, waive, or replace the requirement to submit all inquiries in writing. Phone calls serve only as a courtesy mechanism to alert the Government that a written question was sent.

No additional information regarding the solicitation, evaluation, or acquisition process will be provided by phone. All official communication will occur via written correspondence only.

GENERAL INFORMATION FOR OFFERORS

1. Proposals: Offerors shall prepare and submit proposals in accordance with FAR 52.212-1, Instructions to Offerors – Commercial Products and Commercial Services (SEP 2023), and as supplemented by the section titled “Addendum to FAR 52.212-1: Special Instructions for the Submission of Proposal Information.

i. Proposals must be organized into three (3) separate units, as follows:

• Unit I – Non-Price Proposal: This section shall include all technical, management, and past performance information. It must not contain any reference to cost or price.

• Unit II –Price Proposal: This section shall include all pricing data, including the completed Price Evaluation List (PEL) and any supporting price information.

• Unit III – Administrative Documents: This section shall include the offeror’s signed copy of the SF 1449, acknowledgment of all amendments, and all required representations, certifications, and fill-ins specified in the solicitation.

Units I and III must be devoid of all reference to cost or price. Unit II shall consist of the Price Proposal. Addendums to the above cited FAR 52.212-1 and 52.212-2 provide instructions on the preparation and evaluation of proposals.

ii. Offerors must submit the following items for their proposal to be considered:

Copy of the Solicitation. Check that the solicitation copy you return has fill-in entries, etc. for:

• SF 1449 and any amendments, signed;

• FAR 52.212-3 and the other required certifications, filled out.

iii. A statement agreeing to accept the Option clause FAR 52.217-9

iv. Subcontract Plan (Large Business Only) *

SOLICITATION NO. SPE2DH-25-R-0001 Page 11 of 120

* All Large Business offerors shall follow the guidance in FAR 52.219-9 when creating their respective small business plan

2. The Government reserves the right to conduct discussions, if necessary. Offerors are encouraged to submit their “best proposal” in response to this solicitation.

3. The Government reserves the right to cancel this solicitation at any time. In the event of cancellation, the Government will not be responsible for any proposal preparation costs or related expenses incurred by offerors.

4. Offerors shall ensure their System for Award Management (SAM) certifications are current. By submission of a proposal, the offeror affirms compliance with this requirement in accordance with FAR 52.212-3, Offeror Representations and Certifications – Commercial Products and Commercial Services.

[SECTION INTENTIONALLY LEFT BLANK]

SOLICITATION NO. SPE2DH-25-R-0001 Page 12 of 120

Contract Clauses

52.212-4 -- CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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 Federal Acquisition Regulation (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 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

SOLICITATION NO. SPE2DH-25-R-0001 Page 13 of 120 occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

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

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

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

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

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

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

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

(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.

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

SOLICITATION NO. SPE2DH-25-R-0001 Page 14 of 120

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

(i) Payment.-

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

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

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

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

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

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

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

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

(C) Affected 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 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 41 U.S.C. 7109, which is applicable to the period in which the amount http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim

SOLICITATION NO. SPE2DH-25-R-0001 Page 15 of 120 becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 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 https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

SOLICITATION NO. SPE2DH-25-R-0001 Page 16 of 120

(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.

(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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim

SOLICITATION NO. SPE2DH-25-R-0001 Page 17 of 120

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1341&num=0&edition=prelim

SOLICITATION NO. SPE2DH-25-R-0001 Page 18 of 120

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

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

Addendum to FAR 52.212-4:

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

Paragraph (t), System for Award Management

Add the following paragraph:

(a) Definitions.

“System for Award Management (SAM) database” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes.

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

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or Government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

“Unique Entity Identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See https://sam.gov/ for the designated entity for establishing unique entity identifiers.

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

(1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Contractor and Government Entity (CAGE) code, as well as date required by the Federal Funding Accountability and Transparency Act of 2006, into the SAM database;

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

https://sam.gov/

SOLICITATION NO. SPE2DH-25-R-0001 Page 19 of 120

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

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

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (MAR 2025) (DEVIATION 2025-O0003) AND

(MAR 2025) (DEVIATION 2025-O0004)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 89(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C.3903 and 10 U.S.C. 3801)

(6) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509)).

https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section4655&num=0&edition=prelim https://www.acquisition.gov/far/52.203-13#FAR_52_203_13

SOLICITATION NO. SPE2DH-25-R-0001 Page 20 of 120

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

X (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

X (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

X (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) ( Pub. L. 115–390, title II).

X (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (Dec 2023) of 52.204-30.

X (12) 52.209-6, Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Jan 2025) ( 31 U.S.C. 6101 note).

X (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) ( 15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (17) [Reserved] __ (18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

X (20) 52.219-8, Utilization of Small Business Concerns (Jan 2025)( 15 U.S.C. 637(d)(2) and (3)).

__ (21) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2025) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jan 2025) of 52.219-9.

__ (22) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section4712&num=0&edition=prelim https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.204-28#FAR_52_204_28 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 https://www.govinfo.gov/link/uscode/31/6101 https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637&num=0&edition=prelim https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637&num=0&edition=prelim https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13

SOLICITATION NO. SPE2DH-25-R-0001 Page 21 of 120

__ (23) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 657s).

__ (24) 52.219-16, Liquidated…