SF1449_SPE2DH16R0002.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

SPE2DH-16-R-0002

SEAN MCCOLGAN 215-737-2107

SPE2DH

As indicated on individual delivery orders

SPE2DH

See Box 9

As indicated in the solicitation

See Page 4

See Page 4

08/16/2016

08/15/2021

1500 EST

DLA Troop Support Medical Directorate Hospital Supply Division (FSHC) 700 Robbins Avenue Philadelphia, PA 19111-5092

SL4701

SOLICITATION NO. SPE2DH-16-R-0002 Page 2 of 81

TABLE OF CONTENTS

Page

Continuation of Blocks from the Standard Form 1449 Block 8, Offer Due Date/Local Time 3 Block 9, Issued By 3 Block 10, NAICS 4 Block 17a, Contractor/Offeror 4 Block 17b, Remittance Address 4 Block 19-22, Item No., Schedule of Supplies/Services, Quantity, Unit 4

Caution Notices Contractor Code of Business Ethics 7

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

Addendum to 52.212-4 8 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive

Orders—Commercial Items

Addendum to 52.212-5 Containing Supplementary Clauses in Full Text and by Reference 14 52.252-2 Clauses Incorporated by Reference 22

Contract Documents, Exhibits or Attachments Statement Of Work 24 Placement of Delivery Order / E-CAT Order Evaluation Factors 54 Request For Proposal Checklist 55

Solicitation Provisions 52.212-1 Instructions to Offerors—Commercial Items, (by reference, see SF 1449, Block

27a)

Addendum to 52.212-1 57 52.212-2 Evaluation—Commercial Items 58 52.212-3 Offeror Representations and Certifications—Commercial Items, Alternate I 59 Attachment to 52.212-3(g) 72 Addendum to 52.212-3 Containing Supplementary Provisions in Full Text and by Reference 72 52.252-1 Solicitation Provisions Incorporated by Reference 77

SOLICITATION NO. SPE2DH-16-R-0002 Page 3 of 81

Continuation of Blocks from SF 1449

NOTE: Vendor, Contractor, and Offeror are used in this document and they are interchangeable.

1. Block 8

Offer Due Date/Local Time: August 15, 2021 at 3:00 pm EST

2. Block 9

› Address and Submit “mailed” offers to:

Defense Logistics Agency Troop Support Post Office Box 56667 Philadelphia, PA 19111-6667

Solicitation Number: SPE2DH-16-R-0002 Opening/Closing Date and Time: August 15, 2021 at 3:00 pm EST

› 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: SPE2DH-16-R-0002 Opening/Closing Date and Time: August 15, 2021 at 3:00 pm EST

Notes: 1. All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 5:00 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “hand carries” the package to the Business Opportunities Office specified above for hand carried offers prior to the scheduled opening/closing time. Package must be plainly marked ON THE OUTSIDE OF THE COMMERCIAL CARRIER’S ENVELOPE with the solicitation number, date, and time set forth for receipt of offers as indicated in Block 8 of the Standard Form 1449.

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

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

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

SOLICITATION NO. SPE2DH-16-R-0002 Page 4 of 81

3. Block 10

NAICS CODES include but not limited to: 423450, 339112, 339113, 339114, 339115, 339116, 334516, 334510, & 339999.

4. 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:__________________

5. Block 17b

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

6. Blocks 19-22

Item No., Schedule of Supplies/Services, Quantity, Unit:

Medical Equipment is defined as commercial medical equipment used by medical professionals, technicians and laboratory personnel to perform a treatment, test or operation, or to provide medical care for a patient. We are soliciting for Medical Equipment, maintenance of Medical Equipment (with or without the equipment), and/or spare parts of Medical Equipment (with or without the equipment).

Along with these items, the following may be required and may be included in a vendor’s product offering: training, repair parts, maintenance of the item(s) and routine installation, when applicable.

Please note the following:

1. Vendors are encouraged to include repair parts for offered medical equipment in their product offering.

2. Vendors may include consumable and non-consumable ancillary product items in their offer ONLY for those medical equipment items they are offering under this solicitation.

3. Ancillary services such as extended and turnkey installation (i.e. site preparations) are not authorized under this solicitation.

4. All medical equipment shall be supplied with two (2) copies of the vendor’s commercial operation and service manuals.

See pages 24-53 of the Statement of Work for examples of the types of Medical Equipment for which offers are being sought.

See checklist located on pages 55-56 for complete list of required documentation.

SOLICITATION NO. SPE2DH-16-R-0002 Page 5 of 81

The Guaranteed Minimum Dollar Value will be ½% of the Estimated Dollar Value for the First Year or $2,500.00; whichever is higher.

The Estimated Dollar Value and the Maximum Dollar Value for each contract will be established by the Government prior to award of a contract. Contract maximums will be established as part of discussions with each offeror; however, no single contract maximum shall exceed the program estimated value of $935M.

The offeror is to furnish their commercial catalog(s) and/or price lists for all medical equipment items that they propose to offer under E-CAT. The offeror is also required to submit prices and identify the percentage discount (s) from catalog/list price that they are proposing for all items offered for CONUS and each OCONUS Region. Offerors may offer a single discount for all items or discounts that vary by product category or by individual item. If a single discount is not offered, the Government prefers and requests discounts that vary by product category rather than by individual item. In any case, the number of offered discounts and/or product categories should be kept to a reasonable number. If the discount will vary by product category, the offeror must identify a category for all offered items, define each category (including all of the items within that category), and the discount that will apply to all offered items within that category.

**See E-CAT Catalog Requirement pages 26-28 for the mandatory columns/headings of the Catalog Loader Template.

Tiered pricing discounts based on order quantity of individual products or product categories are requested.

E-CAT prices shall be as low as or lower than prices offered to the contractor’s most preferred customer for similar items and annual sales volume.

STANDING SOLICITATION: This solicitation will be a standing solicitation for five years.

This solicitation will be open from August 16, 2016 through August 15, 2021. The government will retrieve the proposals received from the Business Opportunities Office on an as-needed basis (at least every 2 weeks) beginning 15 days from August 16, 2016 and continuing up to and including the closing date. The intended result of this solicitation is multiple contracts covering the entire spectrum of categories of items required.

TERM: This solicitation is proposed to establish Indefinite-Delivery Indefinite-Quantity contracts for the offered items. The term of the contract will be for a base term of five (5) years.

PRICING: The offered schedules of supplies, list prices, offered discounts from list prices, and the resulting net prices are for the Initial Contract Year of this contract.

Pricing Support for Price Reasonableness Determinations: For initial contract award and for any contract additions the vendor must provide other than cost or pricing data to support the price reasonableness of the offered items. The contractor will be required to submit invoices and other documentation to substantiate commercial catalog pricing, discounts, and to substantiate that prices under this contract are equal to or lower than product prices that are given to the commercial customers within similar purchasing environments.

SOLICITATION NO. SPE2DH-16-R-0002 Page 6 of 81

The following clause will apply to price adjustments:

DLAD 52.216-9040 ECONOMIC PRICE ADJUSTMENT – ESTABLISHED CATALOG

PRICE TWO UPWARD ADJUSTMENTS PER YEAR OPEN SEASON E-CAT

SOLICITATION (MAR 2016) at pages 14-20.

Prices may be adjusted downward (decreased) at any time in accordance with the Economic Price Adjustment (EPA) Clause and/or the “Specials or Discounts” Provision of the applicable clause noted above. Initial Contract Year prices may be adjusted (increased) only as authorized by the Economic Price Adjustment (EPA) Clause and/or the “Specials or Discounts” Provision of the applicable EPA Clause.

Price increases are limited to the annual percentage ceiling(s) (currently listed at 10%) in the EPA Clause herein.

The second through fifth years’ prices are the same as the first year prices awarded under the contract. The consecutive years’ prices may be adjusted only as authorized by the applicable Economic Price Adjustment (EPA) Clause and/or the “Special or Discounts” Provision incorporated herein. The net contract unit prices for any consecutive year(s) may not exceed the highest contract unit prices that were in effect at any time during the previous Contract Year by more than the annual ceiling on upward price adjustments set forth in the EPA Clause(s).

SOLICITATION NO. SPE2DH-16-R-0002 Page 7 of 81

CAUTION NOTICE

This Caution Notice is part of the solicitation and any resultant contract.

CONTRACTOR CODE OF BUSINESS ETHICS (OCT 2015)

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).

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct;

promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act (31 U.S.C.

3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

SOLICITATION NO. SPE2DH-16-R-0002 Page 8 of 81

Contract Clauses

52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015) FAR

is incorporated in this solicitation by reference. Its full text may be accessed electronically at https://www.acquisition.gov/far/index.html. Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

ADDENDUM TO 52.212-4:

The following paragraphs of 52.212-4 are amended as indicated below:

1. Paragraph (i), Payment.

Delete paragraph (i)(1) in its entirety and substitute the following:

(i) Payment. Fast payment procedures apply. The Government will pay invoices based on the Contractor’s delivery to a post office or common carrier (or, if shipped by other means, to the point of first receipt by the Government). See 52.213-1, Fast Payment Procedure and 52.212- 9001, Application of Fast Payment to Part 12 Acquisitions”.

2. Paragraph (m), Termination for Cause.

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

(m) Termination for Cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If this contract is terminated in whole or in part for cause, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and the Government expressly agree that, in addition to any excess costs of repurchase, or any other damages resulting from such default, the Contractor shall pay, and the Government shall accept, the sum of $1,350.00 as payment in full for the administrative costs of such repurchase. This assessment of damages for administrative costs shall apply for any termination for cause following which the Government repurchases the terminated supplies or services together with any incidental or consequential damages incurred because of the termination. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

3. Paragraph (t), System for Award Management.

Add the following paragraph:

(a) Definitions.

“System for Award Management (SAM) database” means the primary Government repository for contractor information required for the conduct of business with the Government.

SOLICITATION NO. SPE2DH-16-R-0002 Page 9 of 81

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

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

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

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

“Data Universal Numbering System +4 (DUNS+4) Number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

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

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

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

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

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

52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (JUN 2016) FAR

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

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

(2) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (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 items:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections Under the American Recovery and

SOLICITATION NO. SPE2DH-16-R-0002 Page 10 of 81

Reinvestment Act of 2009 (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved].

___ (6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-

117, section 743 of Div. C.);

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C.);

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) (41 U.S.C. 2313).

___ (10) [Reserved].

___ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15

U.S.C. 657a).

_____ (ii) Alternate I (NOV 2011) of 52.219-3.

_X_ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

_____ (ii) Alternate I (JAN2011) of 52.219-4.

___ (13) [Reserved] ___ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

___ (ii) Alternate I (NOV 2011) ___ (iii) Alternate II (NOV 2011) ___ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003)

(15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7 ___ (iii) Alternate II (MAR 2004) of 52.219-7 _X_ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2014)

(15 U.S.C. 637 (d)(2) and (3)).

_X_ (17)(i) 52.219-9, Small Business Subcontracting Plan (OCT 2015) (15

U.S.C. 637 (d)(4)).

___ (ii) Alternate I (OCT 2001) of 52.219-9 _X_ (iii) Alternate II (OCT 2001) of 52.219-9 ___ (iv) Alternate III (OCT 2015) of 52.219-9 ___ (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C.

637(a)(14)).

_X_ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (JAN 1999)

(15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small

Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

_X_ (22) 52.219-28, Post Award Small Business Program Representation (JUL 2013)

(15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (DEC 2015) (15 U.S.C. 637(m)).

SOLICITATION NO. SPE2DH-16-R-0002 Page 11 of 81

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (DEC 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and

Remedies (FEB 2016) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

_X_ (28) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

_X_ (30) 52.222-36, Affirmative Action for Workers with Disabilities (JUL 2014) (29

U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations

Act (DEC 2010) (E.O. 13496).

_X_ (33)(i) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22.U.S.C. chapter 78 and E.O. 13627).

___ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

___ (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive

Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

_X_ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

_X_ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

___ (38)(i) 52.223-13, Acquisition of EPEAT ® - Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (OCT 2015) of 52.223-13.

___ (39)(i) 52.223-14, Acquisition of EPEAT ®- Registered Television (JUN 2014) (E.O.s

13423 and 13514).

___ (ii) Alternate I (JUN 2014) of 52.223-14 ___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)

(42 U.S.C. 8259b).

___ (41)(i) 52.223-16, Acquisition of EPEAT ® - Registered Personal Computer Products

(OCT 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (JUN 2014) of 52.223-16.

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG 2011).

_X_ (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693) _X_ (44) 52.223-21, Foams (JUN 2016) (E.O. 13693) ___ (45) 52.225-1, Buy American--Supplies (MAY 2014) (41 U.S.C. chapter 83).

___ (46)(i) 52.225-3, Buy American–Free Trade Agreements – Israeli Trade Act (MAY 2014)

(41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805

SOLICITATION NO. SPE2DH-16-R-0002 Page 12 of 81 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42 and 112-43).

___ (ii) Alternate I (MAY 2014) of 52.225-3.

___ (iii) Alternate II (MAY 2014) of 52.225-3.

___ (iv) Alternate III (MAY 2014) of 52.225-3.

___ (47) 52.225-5, Trade Agreements (FEB 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (48) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008)

(E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (49) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2303 Note).

___ (50) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

___ (51) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

___ (52) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (53) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

_X_ (54) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (JUL 2013)(31 U.S.C. 3332).

___ (55) 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management (JUL 2013) (31 U.S.C. 3332).

___ (56) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

_X_ (57) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a) ___ (58)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels

(Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

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

___ (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

___ (2) 52.222-41, Service Contract Labor Standards (MAY 2014)

(41 U.S.C. chapter 67).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY

2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards –

Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards – Price Adjustment (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment— Requirements (MAY 2014) (41 U.S.C. chapter 67).

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___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015) ___ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations

(MAY 2014) (42 U.S.C. 1792).

___ (10) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C.

5112(p)(1)).

(d) Comptroller General Examination of Record.

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

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

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

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

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

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C.3509).

(ii) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)(E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (APR 2015)

(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Affirmative Action for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212);

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

(x) 52.222-41, Service Contract Labor Standards (MAY 2014), (41 U.S.C. chapter 67).

(xi) __ (A) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter 78 and E.O. 13637).

__ (B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13637).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (OCT 2015) (E.O. 12989)

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015)

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013)(Section 862 as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10U.S.C. 2302 Note);

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

ADDENDUM TO 52.212-5:

The following additional clauses are set forth in full text:

252.216-7006, ORDERING (MAY 2011) DFARS

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule. Such orders may be issued from date of award through contract expiration.

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

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

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

52.216-9040, ECONOMIC PRICE ADJUSTMENT – ESTABLISHED CATALOG PRICE TWO

UPWARD ADJUSTMENTS PER YEAR OPEN SEASON E-CAT SOLICITATION (MAR 2016)

DLAD

SOLICITATION NO. SPE2DH-16-R-0002 Page 15 of 81

(a) All price adjustments authorized or mandated by this clause are based upon changes in the Contractor’s list prices and certain Federal Supply Schedule (FSS) unit prices. The clause also provides for voluntary price reductions (VPR) in the form of “specials” or “discounts”.

(b) Definitions:

(1) Contract unit price: The price per unit of issue comprised of the “list price” and the applicable “discount”. The contract unit price is determined by reducing the applicable list price by the appropriate discount. Proposed revised prices are loaded by the Contractor into an E-CAT file and are forwarded electronically to the Government. The Contractor shall also separately submit (in Excel spreadsheet or ACCESS database format) the additional information as required in paragraphs

(g) and (h) below in order for the Government to review and evaluate these proposed price changes.

Upon the Government’s determination that the offered unit prices are acceptable/fair and reasonable, the Government shall release them into the contract electronic catalog residing in the E- CAT system. (Contract unit prices, list prices, and discounts under this contract are not visible in the E-CAT System to the Contractor or any customer. The prices visible in the E-CAT system to the Contractor or any customer are the delivered unit prices which are the contract unit prices plus the DLA Troop Support administrative fee percentage (in effect at that time) charged customers ordering under this contract.)

(2) Discount: The percentage reduction off the list price proposed by the Contractor, accepted by the Government, and maintained in the contract file (not the E-CAT System) by the Government. These percentages may vary per item and quantity ordered. They shall be agreed to at time of award and may not be reduced for the life of the contract. These discounts are in addition to any standard trade discounts in the Contractor’s established commercial catalog/price list. (Contractors may offer larger discounts and/or reduced list prices at any time.)

(3) List price: The established catalog unit prices of the items. In order for a “list price” to meet the criteria as an established catalog price, it must meet the definition in (c)(1) below.

(4) Voluntary price reduction (VPR): See paragraph (l).

(c) Established catalog unit price.

(1) The term "established catalog unit price", as used in this clause, means a unit price that (i) is a catalog price for a commercial item sold in substantial quantities to the general public and (ii) is the net price after applying any standard trade discounts offered by the Contractor.

(2) Unless otherwise specified, all reference to the terms “FSS unit price”(s) or “FSS price(s)” as used in this clause, shall be the prices appearing in the Contractor’s current Federal Supply Schedule for the same items under this contract.

(d) The offeror/Contractor warrants that:

(1) the list prices and the subsequent revisions thereto are the established catalog unit prices in effect at time of award or adjustment for like quantities of the same items and

(2) any contract unit prices determined using these list prices do not include allowances for any portion of the contingency covered by this clause. The offeror/Contractor also warrants that any contract unit prices determined using FSS unit prices do not include allowances for any portion of the contingency covered by this clause.

(e) Prior to award, the Contractor must furnish:

(1) their current established catalog/price list, offered discounts, proposed contract unit prices; and

(2) a copy of their current FSS’s, FSS unit prices, and the FSS contract expiration dates applicable to items offered as well as any other information required by the Contracting Officer.

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(f) Upon acceptance by the Government, the award unit prices will be established at the list prices minus the offered discounts provided the resulting contract unit prices do not exceed the current FSS unit price for the same item. Accordingly, offers are cautioned to propose discounts which, when applied to the list prices, will not exceed FSS unit prices.

(g) Downward adjustments.

(1) Downward adjustments to contract unit prices are mandated whenever there are decreases in either 1) list prices or 2) FSS unit prices when the reduction results in a revised FSS Price which is now lower than the current contract unit price. The Contractor shall promptly notify the Contracting Officer in writing of the amount and effective date of each decrease in list price and any FSS unit price reduction which results in an FSS unit price which is now lower than the current contract unit price. If the offered price decrease is based upon a reduction in list price or FSS price, the Contractor shall propose a lower contract unit price taking into consideration the benchmarks in paragraphs (g)(2) and (3) below.

The Contractor must furnish a copy of the revised catalog/price list or FSS unit price as soon as it is available. Also, for reductions in list prices, the Contractor must provide a copy of the “E-CAT file” at least 60 days, unless otherwise specified in the contract, prior to the date when the reduced list prices take effect. For reductions in FSS, the Contractor shall provide a copy of the E-CAT file at least 30 days, unless otherwise specified in the contract, prior to the date the reduced FSS unit price takes effect.

In addition to the “E-CAT file” and any other information required by the Contracting Officer, the Contractor shall also separately furnish, within the appropriate timeframe above (i.e., at least 60 days, unless otherwise specified in the contract, for a reduction in list price; at least 30 days, unless otherwise specified in the contract, for a reduction in FSS), an Excel spreadsheet or ACCESS database (in both hard copy and disc) that displays for each item with an offered decrease in contract unit price the appropriate information below:

(i) For list price or FSS changes: The item number; e.g., 0001AA.

(ii) For list price or FSS changes: The supplier (catalog); e.g., ABC Imaging, Inc.

(iii) For list price or FSS changes: The product name/nomenclature; e.g., high speed handpiece.

(iv) For list price or FSS changes: part number; HIH 2000

(v) For list price or FSS changes: The list price upon which the current contract unit price is based.

(vi) For list price or FSS changes: The applicable contract discount used as a basis for determining the current contract unit price.

(vii) For list price or FSS changes: The contract unit price currently in effect.

(viii) For list price changes: The reduced list price.

(ix) For list price or FSS changes: The applicable contract discount or larger contract discount now offered.

(x) For list price or FSS changes: The reduced contract unit price now offered.

(xi) For list price changes: The percentage decrease in list price from the list price which determined the current contract unit price to the new, lower list price.

(xii) For list price changes: The percentage change in contract unit price from the current contract unit price to the new lower contract unit price now offered.

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(xiii) For FSS changes: The current FSS unit price which is about to expire and the new reduced FSS unit price which will replace it and triggered this contract unit price reduction.

(xiv) For list price changes: For any items offered to the Department of Veterans Affairs (DVA) under the FSS, the current FSS unit price(s) for the same item.

(2) Reductions in list price(s). if the offered price decrease is based upon a reduction in the list price, the appropriate discount or larger discount now offered will be applied to each reduced list price to determine the adjusted contract unit price provided the proposed lower contract unit price does not exceed the lower of the following two benchmarks:

(i) The offered reduction in contract unit price on a percentage basis must be at least equal to the percentage reduction from the list price currently in effect under the contract to the new lower list price; i.e., the current contract unit price must, as a minimum, be reduced by the percentage decrease in list price.

(ii) The new proposed lower contract unit price shall not exceed the current FSS unit price for the same item.

(3) FSS price reductions. If the offered price decrease is based upon a reduction in the FSS price, the proposed lower contract unit price shall not exceed the following benchmark: The new proposed lower contract unit price shall not exceed the revised lower FSS price for the same item.

(4) If the proposed contract unit price exceeds the lower of the appropriate list price benchmarks (for reductions based upon reduced list prices) or the FSS price benchmark (for reductions based upon reduced FSS prices), the Contracting Officer shall determine the proposed price reductions unreasonable and negotiate a price reduction which results in a contract unit price that does not exceed the appropriate benchmarks.

(i) All negotiated price reductions shall be confirmed in writing and will include the agreed-to price(s) and the list or FSS price(s) and discount(s) which make up these price(s).

(ii) If an agreement cannot be reached the Contracting Officer has the option of removing these items from the E-CAT system or taking the action in the last sentence below. If the proposed contract unit price does not exceed the lowest of the appropriate list price or FSS price benchmarks, it will be determined fair and reasonable.

(iii) Upon acceptance of any proposed price decreases, the Government shall modify the contract electronic catalog residing in the E-CAT System to include the reduced Contract unit prices.

These reduced Contract unit prices shall apply to those items ordered on or after the date when these prices appear in the contract electronic catalog residing in the E-CAT system. (Revisions will not be added to the electronic catalog prior to date they take effect).

(iv) If the Contractor fails to notify the Contracting Officer of any list price or FSS price decreases within the timeframe and in the manner stated above or agreement on any reduction cannot be reached, the Contracting Officer may determine the applicable adjustment and authorize a unilateral price adjustment retroactively applied to all items ordered on or after the effective date of the decrease in the Contractor’s established list or FSS prices.

(h) Upward Adjustments.

(1) The Contractor is authorized to submit a maximum of two requests for upward adjustment for each contract year. Each request for upward price adjustment must be based upon increases in list prices only. They may be submitted from, for the first contract year, 30 days after award to sixty days prior to the end of that year and, for each subsequent contract year, from 30 days after the anniversary date of the contract award to 60 days prior to the end of each contract year. The

SOLICITATION NO. SPE2DH-16-R-0002 Page 18 of 81

Contractor shall propose a contract unit price taking into consideration the benchmarks in paragraph (g)(2). The request shall include a copy of the revised catalog/price list, the “E-CAT file” and the following for each item with a proposed increase in contract unit price:

(i) A separate Excel spreadsheet or ACCESS database, in both hard copy and disc, that displays for each item with a proposed price increase the following information:

(A) The item number; e.g., 0003.

(B) The supplier(catalog); e.g., ABC Dental, Inc.

(C) The product name/nomenclature; e.g., high speed handpiece.

(D) The part number; e.g., HIH2000.

(E) For the initial year, the list price that determined the award unit price, the applicable contract discount, and the award unit price. For all subsequent contract years, the list price that determined the highest contract unit price that was in effect at any time during the preceding contract year, the applicable discount, and the highest contract unit price that was in effect during the preceding contract year.

(F) The increased list price and its effective date, the applicable contract discount or larger contract discount now offered, and the proposed higher contract unit price.

(G) For the initial year, the percentage change from the list price that determined the award unit price to the new higher list price. For all subsequent contract years, the percentage change from the list price that determined the highest contract unit price that was in effect at any time during the preceding contract year to the new higher list price.

(H) For the initial year, the percentage change from the award unit price to the new higher proposed contract unit price. for all subsequent contract years, the percentage change from the highest contract unit price that was in effect at any time during the preceding contract year to the new higher proposed contract unit price.

(I) For any items offered to the Department of Veterans Affairs (DVA) under the FSS, the current FSS unit price(s) for the same item.

(J) Any other information required by the Contracting Officer.

(2) Benchmarks. If any list price increases, and the increase is authorized under this clause, the Contract unit prices for any corresponding items ordered after the increase takes effect in the E-CAT system shall be determined using the increased list price and either the applicable discount originally awarded or any larger discount now offered that applies to the affected item. Proposed increases will be considered fair and reasonable if they do not exceed whichever is the lowest of the following three benchmarks:

(i) For the initial year of the contract, the proposed increase in contract unit price on a percentage basis cannot exceed the percentage increase from the list price that determined the award unit price to the new higher list price. For all subsequent contract years, the proposed increase in contract unit price on a percentage basis cannot exceed the percentage increase from the list price that determined the highest contract unit price that was in effect at any time during the preceding contract year to the new higher list price.

(ii) Any proposed higher contract unit price shall not exceed the current FSS unit price for the same item.

(iii) Any proposed higher contract unit prices are subject to the following limitations:

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(A) For the initial contract year, contract unit price increases shall be limited to the following annual ceiling(s) applied to the award unit price for the same item (i.e.,…