Amendment_0001_SPM2DE12R0005.pdf

SOLICITATION NUMBER SPM2DE12R0005 Page 2 of 126

TABLE OF CONTENTS

TITLE PAGE

Continuation of Blocks from the Standard Form 1449 3

Caution Notices 5

Contract Clauses

FAR 52.212-4 - Contract Terms and Conditions – Commercial Items 8

Addendum to FAR 52.212-4 16

FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or 33

Executive Orders – Commercial Items

DFARS 252.212-7001 - Contract Terms and Conditions Required to Implement 40

Statutes or Executive orders Applicable to Defense Acquisition of Commercial

Items

Statement of Work 44

Solicitation Provisions

FAR 52.212-1 - Instructions to Offerors – Commercial Items 89

Addendum to FAR 52.212-1 93

FAR 52.212-2 - Evaluation – Commercial Items 105

FAR 52.212-3 - Offeror Representations and Certifications – Commercial Items 106

Addendum to FAR 52.212-3 123

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Continuation of Blocks from SF 1449

1. Block 8

Offer Due Date/Local Time: 45-day period closing dates. The time for first closing period receipt of proposals is hereby established as 4:30 P.M./EST on 29 March 2013. Next closing will be 4:30 P.M./EDT on May 13, 2013. Closings will continue to be every 45 calendar days. This solicitation is for a five year period. There will be periodic opening and closings throughout the five year period. This solicitation is a standing solicitation from which the Government contemplates award of contracts for medical/surgical supplies and equipment.

The solicitation will remain in effect five years from the issue date or if replaced by an updated solicitation whichever comes first. Offerors are requested to submit complete proposals for all requirements, including all certifications, as specified in this solicitation. Proposals may be submitted at any time during the open periods of the solicitation.

2. Block 9

› Address and Submit “mailed” offers to:

Defense Logistics Agency

Troop Support

Post Office Box 56667

Philadelphia, PA 19111-6667

Solicitation Number: SPM2DE-12-R-0005

Opening/Closing Date and Time: See block 8 above

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

DLA Troop Support

Business Opportunities Office

Bldg. 36, 2 nd

Floor, Room 2035

700 Robbins Avenue

Philadelphia, PA 19111-5092

Solicitation Number: SPM2DE-12-R-0005

Opening/Closing Date and Time: See block 8 above

Notes: 1. All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 4:30 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “hand carries” the package to the Business Opportunities Office specified above for hand carried offers prior to the scheduled opening/closing time. Package must be plainly marked

ON THE OUTSIDE OF THE COMMERCIAL CARRIER’S ENVELOPE with the solicitation number, date, and time set forth for receipt of offers as indicated in Block 8 of the Standard Form 1449.

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

Mail, and USPS Certified Mail.

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Initial proposal submission must be mailed or hand carried to the Business Opportunities

Office in accordance with the above instructions. FACSIMILE OFFERS ARE NOT

AUTHORIZED.

Faxed and E-mail transmissions may be authorized by the Contracting Officer for discussions and any proposal revisions. If discussions take place or a request for proposal revision is issued, the date/time for receipt of vendor submissions and any acceptable fax and/or e-mail address will be provided by the Contracting Officer.

› 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.

3. Block 17a

› Offeror’s assigned Data Universal Numbering System (DUNS) Number:_______________

(If you do not have a DUNS number, contact the individual identified in Block 7a of the SF

1449 or see 52.212-1, Instructions to Offerors—Commercial Items (paragraph j) for information on contacting Dun and Bradstreet.)

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

4. Block 17b

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

1449.)

5. Blocks 19-24

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

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Caution Notice

The following notice provides a basic summary of this solicitation. All points are discussed in greater detail and vendors must read the entire solicitation, address all requirements throughout the solicitation in their proposal and agree to all terms and conditions contained herein.

(1.) The Medical Supplier Operations Directorate at DLA Troop Support is the activity responsible for purchasing Pharmaceuticals, Medical/Surgical, Optical, Laboratory, and Dental supplies, and related Medical equipment for U.S. soldiers, sailors, airmen, and marines – around the world and around the clock. Our primary focus is to support the warfighter in times of war, in peace, or during relief efforts in times of national emergency.

(2.) This solicitation is being issued as part of a Multiple Award Schedule program using the guidance of FAR part 8. The Multiple Award Schedule program is designed to provide logistic support that empowers the customer to select the product that best meets their mission needs using best value ordering procedures.

(3.) The Government intends to award multiple contracts. Contracts will be awarded to any responsible offeror who can comply with the supply and technical requirements set forth herein.

(4.) The objective of this solicitation is to establish long-term indefinite delivery/indefinite quantity contracts to provide comprehensive medical and surgical supplies to support DLA

Troop Support customers in the Contiguous United States (CONUS) and Outside Contiguous

United States (OCONUS).

(5.) This procurement is being solicited on the basis of being totally set aside for small business under the Federal Acquisition Regulations (FAR) Part 12 – Acquisition of Commercial Items.

This solicitation contains items listed in the “ECAT Medical Surgical Requirements” spreadsheet which have had demand from December 2011 through November 2012. Each offeror is encouraged to offer FOB destination pricing on all items. Future requirements that may materialize for items not listed on the spreadsheet will be added to the contract(s) per the

Addition and Deletion of items provision on page 87 of the Statement of Work.

(6.) DLA Troop Support is the single order entry point under this contract, as the DLA ECAT ordering application program resides at DLA Troop Support. During the term of the contract, to include any additional option periods exercised, DLA Troop Support reserves the right to add or delete customers through the modification of “User Code” profiles, which resides in the DLA

ECAT Application

(7.) The Medical/Surgical Electronic Catalog System (ECAT) Program is voluntary for

DLA Customers who have the option to source the same items through other contracts or outside of DLA. As a result, there will be no guarantee of sales or specific demand outside of the guaranteed minimum dollar value that is established on any resultant contract. To be successful under this program; the vendor will need to market the program to DLA customers, establish supplier relationships, offer pricing that is competitive to other

Government contracts and commercial sources, provide superior customer support and

SOLICITATION NUMBER SPM2DE12R0005 Page 6 of 126 ensure a product offering that can satisfy most customer requests. Failure to do any of these tasks could result in minimal or no sales.

(8.) Offerors are required to provide a list of contracts, commercial or government performed within the last two years as detailed on page 96 of this solicitation with their offer.

(9.) Offerors are required to submit their past year’s history of sales to DoD and to other Federal

Government agencies as detailed on page 96 of this solicitation with their offer.

(10.) Fast Pay Applies for delivery orders up to a value of $100,000.00. Prompt Pay shall apply for all orders at or above $100,000.00.

(11.) Offerors are required to provide an Electronic Commerce (“EC”) Implementation Plan as detailed on pages 93-94 of this solicitation with your offer.

(12.) Offerors are required to submit other than cost and pricing data in accordance with clause

52.215-20 Requirements For Information Other Than Cost and Pricing Data (Oct 2010), Alternative (Oct 2010) as detailed on pages 103-104 of this solicitation with your offer.

(13.) Pricing will be adjusted through Economic Price Adjustment (EPA) provisions (52.216-

9045 Economic Price Adjustment – Other Federal Agency Contracts – E-CAT (NOV 2011) and 52.216-9047 Economic Price Adjustment – Established Catalog Price – One Upward

Adjustment Per Option Year E-CAT Solicitation (NOV 2011) – DLAD)

(14.) Orders must be confirmed within 24 hours or killed. Orders that cannot be filled will count against the vendor fill rate. A minimum of 90% of orders must be filled under the contract.

Vendors must maintain a 90% On-time Delivery rate.

(15.) CONUS and OCONUS orders must be offered on a FOB Destination basis.

(16.) There is an add/delete provision that will allow for addition of new items as long as they meet the contract scope, contract terms and conditions, and can be determined to be fair and reasonable by the Contracting Officer.

(17.) The vendor must have the capability to deliver items to any CONUS location within 24 hours for emergency orders, 3 days for routine/regular orders, 15 days for special order items and

45 days for assemblies/systems.

(18.) The vendor must have the capability to deliver items to any OCONUS location within 10 days for routine/regular orders, 22 days for special order items and 60 days for assemblies/systems. There is no requirement for emergency orders to due premium transportation issues.

(19.) Price submission instructions are contained in the FAR 52.212-1 section on page 89.

(20.) Any items which require Federal Drug Administration (FDA) approval must be approved at the time of addition to any subsequent contract. It is the responsibility of the contractor to validate that items are approved. The contractor shall be responsible for any instance where non-

SOLICITATION NUMBER SPM2DE12R0005 Page 7 of 126 approved material is provided, including full refund and coverage of associated costs (e.g.

shipping, etc.).

(21.) Source Restriction Compliance: Contractors shall ensure that all products/components provided under this contract are in accordance with applicable Buy American Act and Berry

Amendment. Note that for this procurement, contractors can only provide end items that are manufactured or substantially transformed in the United States or a Qualifying or Designated country, as set forth in FAR 25.003 and DFARS 225.003.

(22.) An initial assessment of all proposals submitted prior to the closing date and time will be performed within a reasonable amount of time after offers are retrieved from the Business

Opportunities Office to determine completeness. The proposals will be reviewed in order of receipt and compared to the checklist found on page 99 of this solicitation. Upon evaluation of the proposal, the Contracting Officer will make a determination as to whether the offeror has an understanding of the solicitation requirements sufficient enough to move forward. If the

Contracting Officer determines that the offeror has not demonstrated an understanding of the solicitation requirements, he/she may determine the proposal to be non-compliant and may return the proposal without further evaluation.

(23.) CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012)

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

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CONTRACT CLAUSES

FAR 52.212-4, CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS

(FEB 2012)

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

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

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

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

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

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable

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FAR 52.212-4 – (continued) dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

34, Payment by Electronic Funds Transfer—Other Than Central

Contractor Registration), or applicable agency procedures.

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

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

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5

CFR part 1315.

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

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and 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 contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the

Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the

Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

Contractor;

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the

Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any 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.

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(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986;

41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly

American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

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(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the

Government’s reliance on inaccurate or incomplete data. To remain registered in the

CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart

42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

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

(End of Clause)

Addendum to 52.212-4:

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

4. Paragraph (t), Central Contractor Registration(CCR).

Add the following paragraph:

(5) Definitions.

“Central Contractor Registration (CCR) Database” means the primary Government repository for contractor information required for the conduct of business with the Government.

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

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

(b) 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 CCR 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 CCR Database” means that—

(a) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

(b) The Contractor’s CAGE code is in the CCR database; and

(c) The Government has validated all mandatory data fields to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service, and has marked the records “Active”. The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process.

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

Paragraph Additional Language

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

[X] (i) FAR 52.213-1, Fast Payment Procedure, DLAD 52.212-9001, Application of

Fast Payment to Part 12 Acquisitions, and DLAD 52.213-9009, Fast Payment Procedure, apply and are https://www.acquisition.gov/

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ADDENDUM TO FAR 52.212-4 – (continued) hereby incorporated by reference. The Government will pay invoices based on the Contractor’s delivery of supplies to a post office or common carrier (or, in shipments by other means), to the point of first receipt by the Government.

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of solicitation clauses and provisions may be accessed electronically at the following websites:

FAR Clauses: https://www.acquisition.gov/far/index.html

DFARS Clauses: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

DLAD Clauses:

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

THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED BY REFERENCE:

CLAUSE TITLE/DATE

52.204-99 System for Award Management (AUG 2012) Deviation

52.209-9 Updates of Publicly Available Information Regarding Responsibility

Matters (FEB 2012)

52.211-17 Delivery of Excess Quantities (SEP 1989)

52.216-27 Single or Multiple Awards (OCT 1995)

52.222-24 Pre-Award on Site Equal Opportunity Compliance Evaluation (FEB 1999)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

(Dec 2010)

52.227-1 Authorization and Consent (DEC 2007)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

(DEC 2007)

52.232-17 Interest (OCT 2010)

52.242-13 Bankruptcy (JUL 1995)

52.242-15 Stop Work Order (AUG 1989)

52.243-1 Changes –Fixed Price (AUG 1987)

52.247-29 F.O.B. – Origin (FEB 2006)

(May apply to specific OCONUS orders, see Statement of Work) https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

SOLICITATION NUMBER SPM2DE12R0005 Page 17 of 126

52.247-34 F.O.B. Destination (NOV 1991)

52.247-48 F.O.B. Destination -- Evidence of Shipment (FEB 1999)

252.204-7003 Control of Government Personnel Work Product (APR 1992) DFARS

252.204-7004 Alternate A, Central Contractor Registration (SEP 2007) DFARS

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the

Government of a Terrorist Country (DEC 2006) DFARS

252.211-7006 Passive Radio Frequency Identification (SEP 2011) DFARS

252.225-7002 Qualifying Country Sources as Subcontractors (JUN 2012) DFARS

252.232-7010 Levies on Contract Payments (DEC 2006) DFARS

52.211-9010 Shipping Label Requirements—MIL-STD-129P (MAR 2012) DLAD

52.211-9014 Contractor Retention of Traceability Documentation (AUG 2012) DLAD

52.212-9000 Changes-Military Readiness (NOV 2011) DLAD

52.233-9000 Agency Protests (NOV 2011) DLAD

52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB

2007) DLAD

THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED IN FULL TEXT:

ADMINISTRATIVE COSTS OF REPROCUREMENT AFTER

TERMINATION FOR CAUSE (APRIL 2011)

If this contract is terminated in whole or part for cause pursuant to Paragraph (m) of the clause included in this contract entitled “Contract Terms and Conditions -

Commercial Items”, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and Government expressly agree that in addition to any excess costs of repurchase, or any other damages resulting from the Contractor’s default, the Contractor shall pay, and the

Government shall accept, the sum of $1,350.00 as payment in full for the administrative costs of such repurchase. The assessment of damages for administrative costs shall apply for any termination for cause for which the

Government repurchases the terminated supplies or services, regardless of whether any other damages are incurred and/or assessed.

52.211-16 VARIATION IN QUANTITY (APR 1984)

SOLICITATION NUMBER SPM2DE12R0005 Page 18 of 126

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) of this clause.

(b) The permissible variation shall be limited to:

0% percent increase

0% percent decrease

This increase or decrease shall apply to all orders.

52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than ____$25.00________ [insert dollar figure or quantity], the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of the remaining amount of the contract maximum limitation

(2) Any order for a combination of items in excess of the remaining amount of the contract maximum limitation; or

(3) A series of orders from the same ordering office within ____any_________ days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-

21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within __2___ days after issuance, with written notice stating the

Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

52.216-22 Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the

Schedule are estimates only and are not purchased by this contract.

SOLICITATION NUMBER SPM2DE12R0005 Page 19 of 126

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after 45 days.

(End of Clause)

52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within one day of the contract expiration date; provided that the Government gives the

Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five years.

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 the effective date of award through the last day of the contract.

(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.

SOLICITATION NUMBER SPM2DE12R0005 Page 20 of 126

(2) If mailed or transmitted by facsimile, a delivery order or task order is considered

“issued” when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services.

(3) Orders may be issued orally only if authorized in the schedule.

(End of clause)

52.216-9045 Economic Price Adjustment – Other Federal Agency Contracts – E-CAT

(NOV 2011)

(a) This clause applies to any items under this contract where the offeror has proposed the same (or discounted) prices as are included in any current contract(s) the Contractor may have with Other Federal Agencies (OFA) and the Contracting Officer agrees to use this pricing methodology. During the life of this contract, the Contracting Officer and the Contractor may agree in writing to also apply this clause to any other items that previously were not, but subsequently become, available under both this contract and any concurrent OFA contract(s).

(b) Definitions:

(1) Other Federal Agency (OFA) Price: “OFA Prices” or “OFA Unit Prices” refer to the unit prices for specific commercial items the Contractor and another Federal Agency have agreed to and are included in one or more current Contracts.

(2) Discount: The percentage reduction off the OFA Unit 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.

(Contractors may offer larger discounts and/or reduced contract unit prices at any time.)

(3) Contract Unit Price: The price per unit of issue comprised of the OFA Unit Price and the applicable “Discount”. The Contract Unit Price is determined by reducing the OFA Unit

Price by the appropriate Discount. contract unit prices and any subsequent proposed revisions thereto are loaded by the Contractor into an E-CAT file and are forwarded electronically to the

Government. For proposed price changes, the Contactor shall also separately submit (in Excel

Spreadsheet or ACCESS Database format) the additional information as required in paragraphs

(e) and (f) below in order for the Government to review and evaluate these proposed price changes. Upon the Government’s determination that the offered 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, OFA unit 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.)

(4) Voluntary Price Reduction (VPR): See paragraph (k).

SOLICITATION NUMBER SPM2DE12R0005 Page 21 of 126

(c) The offeror/Contractor warrants that (1) the OFA Unit Prices and the subsequent revisions thereto are the OFA 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 OFA Unit

Prices do not include allowances for any portion of the contingency covered by this clause.

(d) Prior to award, the Contractor must furnish a copy of their current OFA Contract, OFA contract unit prices and the OFA contract expiration date for each item. The Contractor shall also furnish its offered Discounts and proposed contract unit prices. At the option of the

Contracting Officer, the Contractor shall also furnish the documentation set forth in paragraphs

(f)(1)(i)(I) and (f)(1)(ii) below. Upon acceptance by the Government, the Award Unit Prices shall be established at the OFA Unit Prices minus the offered Discounts.

(e) Downward Adjustments.

(1) Downward adjustments to contract unit prices are mandated whenever there are decreases in OFA Unit Prices. The Contractor shall promptly notify the Contracting Officer in writing of the amount and effective date of each decrease in OFA Unit Price. The Contractor shall propose a lower Contract Unit Price taking into consideration the benchmark in paragraph

(e)(2) below. The Contractor must furnish a copy of the revised OFA Contract and OFA Unit

Prices as soon as they are available. Also, the Contractor must provide a copy of the “E-CAT file” at least 30 days prior to the date when the reduced OFA Unit Price takes effect. Finally, the

Contractor shall also furnish, within the timeframe above, a separate 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 following information:

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

(ii) The Supplier; e.g., ABC Dental, Inc.

(iii) The Product Name/Nomenclature; e.g., High Speed Handpiece.

(iv) The Part Number; e.g., HPH2000.

(v) The applicable contract discount used as a basis for determining the current

Contract Unit Price.

(vi) The OFA Unit Price upon which the current Contract Unit Price is based.

(vii) The Contract Unit Price currently in effect.

(viii) The applicable Contract Discount or larger Contract Discount now offered.

(ix) The reduced OFA Unit Price.

(x) The reduced Contract Unit Price now offered.

(xi) The percentage decrease in OFA Unit Price from the OFA Unit Price that determined the Current Contract Unit Price to the new, lower OFA Unit Price.

SOLICITATION NUMBER SPM2DE12R0005 Page 22 of 126

(xii) The percentage decrease in Contract Unit Price from the current Contract Unit

Price to the new lower Contract Unit Price now offered.

(2) Benchmark For OFA Price Reductions.

(i) The appropriate Contract Discount or larger Discount now offered will be applied to each reduced OFA Unit Price to determine the adjusted Contract Unit Price provided the adjusted Contract Unit Price does not exceed the following benchmark:

(ii) The offered reduction in Contract Unit Price on a percentage basis must be at least equal to the percentage reduction from the OFA Unit Price that determined the current

Contract Unit Price to the new lower OFA Unit Price, i.e., the current Contract Unit Price must, as a minimum, be reduced by the percentage decrease in the OFA Unit Price.

(3) If the proposed Contract Unit Price exceeds the benchmark above, the Contracting

Officer shall determine the proposed price reductions unreasonable. The Contracting Officer and

Contractor shall negotiate a reduction in the proposed Contract Unit Price to an amount that does not exceed the benchmark above. (All negotiated price reductions shall be confirmed in writing and will include the agreed-to price(s) and the OFA prices and discount(s) which make up these prices.)

(i) 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 benchmark above, it will be determined fair and reasonable. 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 prices. These reduced contract unit prices shall apply to those items ordered on or after the date when these lower 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.)

(ii) If the Contractor fails to notify the Contracting Officer of any OFA Unit 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 date the new OFA Unit Price takes effect.

(f) Upward Adjustments.

(1) The Base…