SPM2DE13R0001.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 CODE 17a. 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

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.

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. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 2 of 91

TABLE OF CONTENTS

TITLE PAGE

Continuation of Blocks from the Standard Form 1449 3

Caution Notice 5

Contract Clauses

FAR 52.212-4 - Contract Terms and Conditions – Commercial Items 7

Addendum to FAR 52.212-4 13

FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or 25 Executive Orders – Commercial Items

DFARS 252.212-7001 - Contract Terms and Conditions Required to Implement 32 Statutes or Executive orders Applicable to Defense Acquisition of Commercial

Items

Statement of Work 36

Solicitation Provisions

FAR 52.212-1 - Instructions to Offerors – Commercial Items 59

Addendum to FAR 52.212-1 64

FAR 52.212-2 - Evaluation – Commercial Items 72

Addendum to FAR 52.212-2 72

FAR 52.212-3 - Offeror Representations and Certifications – Commercial Items 72

Addendum to FAR 52.212-3 88

DFARS 252.212-7000- Offeror Representations and Certifications-Commercial Items 90

DLAD 52.233-9001 – Disputes: Agreement to use Alternative Dispute 91 Resolution (ADR)

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 3 of 91

Continuation of Blocks from SF 1449

1. Block 8 Offer Due Date/Local Time: _July 22, 2013, 3:00 p.m. e.s.t.

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-13-R-0001 Opening/Closing Date and Time: See above

› 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: SPM2DE-13-R-0001 Opening/Closing Date and Time: See above

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.

Initial proposal submissions and frame samples must be mailed or hand carried to the Business Opportunities Office in accordance with the above instructions.

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.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 4 of 91

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.)

Note: Payment will be made via Electronic Funds Transfer (EFT) to the contractor's financial institution. The Government will mail checks to the above address only in the event of an Electronic Funds Transfer (EFT) failure, pursuant to 52.232-33 (which is incorporated by reference at 52.212-5 (b)(34). The contractor's electronic address is: _________________________________

5. Block 18b Wide Area Workflow (WAWF) shall be used for invoicing. See Statement of Work for further information.

6. Blocks 19-24 See Statement of Work for further information.

SCHEDULE OF SUPPLIES

Rochester Optical R5A frame or equal.

- For submission of samples: See SUBMISSION OF SAMPLES FOR EVALUATION on pages 64, 65 and 66 under the Addendum to 52.212-1(b).

Vendors must be able to support all 5 eye sizes and 6 bridge sizes in order to be eligible for an award.

Information regarding pricing submission can be found on Page 37.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 5 of 91

Caution Notice

The following notice provides a basic summary of this solicitation. All points are discussed in greater detail in other parts of the solicitation 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 DLA Troop Support Medical Supply Chain 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.) The objective of this solicitation is to establish multiple long-term indefinite delivery/indefinite quantity Optical ECAT contracts to support DLA Troop Support customers in the Contiguous United States (CONUS) to include the 48 contiguous states and the District of Columbia and Outside Contiguous United States (OCONUS) to include Alaska, Hawaii and Puerto Rico.

(3.) This solicitation is 100% set-aside for small business participation.

(4.) This solicitation and any resultant contracts shall use the authority of FAR Part 8.4, Multiple Award Schedules and DFARS 208.4. The Multiple Award Schedule (MAS) method of providing logistics support empowers customers to select the product that best meets their mission needs based on factors important to them when making an ordering decision. This multiple award, customer best value approach is similar to GSA Federal Supply Schedules. This solicitation is intended to result in multiple awards of indefinite quantity/indefinite delivery contracts to any offeror determined to be technically acceptable and offering fair and reasonable pricing. This contract approach provides DLA customers access to multiple indefinite delivery contracts involving the same product lines, enabling them to select the item(s) they determine meet their requirements using the lowest overall cost alternative and/or utilizing best value ordering procedures to satisfy mission requirements.

All vendors holding contracts under the Optical ECAT Program will be given a fair opportunity to have their products considered when competing to fill a delivery order. As detailed later in this solicitation, orders exceeding the micro-purchase threshold (currently $3,000.00) shall be placed with the contractor that can supply the item that represents the best value to the Government and results in the lowest overall cost alternative to meet the Government's needs. Ordering activities will document each best value decision which specifies that at least three (3) sources, if available, were considered before placing the order. In accordance with DFARS 208.405-70, customer orders valued at $150,000 or greater must be re-competed among all Optical ECAT Program contract holders if it is determined there may be other sources of supply. This re-competition will be performed by the Contracting Officer in accordance with the requirements of the DFARS. If a requirement in excess of the micro-purchase threshold is defined so as to require a particular brand name, thereby precluding consideration of a product manufactured by another company, the ordering office shall include an explanation in the file as to why the particular brand name, product, or feature is essential to satisfy the agency’s needs. Note that orders valued at or below the micro-purchase threshold may be placed with any contractor, without regard to competition requirements.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 6 of 91

Orders will be reviewed on a periodic basis to determine which products represent the best value at the lowest overall cost alternative to the Government.

(5.) All vendors will be required to submit “Rochester Optical R5A or equal” frame samples as specified in the solicitation. Samples will be submitted at no expense to the Government and must be received prior to the time and date set forth for the closing of offers.

(6.) The Optical 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 for each contract. To be successful under this program; the vendor will need to market the program to DLA customers, establish supplier relationships, offer competitive pricing to other Government contracts and commercial sources, provide superior customer support and ensure a product offering that can satisfy most customer requests. Failure to do any of these tasks could result in minimal or no sales.

(7.) 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.

(8.) Pricing will be adjusted through Economic Price Adjustment (EPA) provisions.

(9.) Orders must be confirmed within 24 hours. 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.

(10.) All pricing for this solicitation must be offered on a FOB Destination basis.

(11.) Price submission instructions are contained in the FAR 52.212-1 section on page 65. Offerors are required to submit two catalogs: one catalog for customers located in CONUS, and one catalog for customers located in OCONUS. All CONUS and OCONUS facilities must be supported in order to receive a contract in Optical ECAT Program.

(12.) Offerors should complete the proposal submission checklist on pages 71 through 72 and ensure that all applicable elements are included in their proposal.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 7 of 91

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 dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 8 of 91

(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.

(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.—

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 9 of 91

(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.

(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 as fixed by the Secretary until the amount is paid.

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

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

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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 10 of 91

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 11 of 91 satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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.

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(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).

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

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

The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database.

Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 13 of 91

Addendum to 52.212-4:

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

1. Paragraph (g), Invoice.

Delete paragraph (g) in its entirety and substitute with instruction in the Statement of Work.

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), 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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 14 of 91

(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 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.

ADDENDUM TO FAR 52.212-4

THE CLAUSES LISTED BELOW ARE INCORPORATED BY REFERENCE WITH THE SAME FORCE

AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON REQUEST, THE CONTRACTING

OFFICER WILL MAKE THEIR FULL TEXT AVAILABLE. A CLAUSE WITH AN AUTHORIZED

DEVIATION IS SO MARKED AFTER THE DATE OF THE CLAUSE. (Also, the full text of solicitation clauses and provisions may be accessed electronically at the following websites): FAR Clauses:

https://www.acquisition.gov/far/index.html;

DFARS Clauses: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html DLAD Clauses: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm

CLAUSE NUMBER TITLE/DATE

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

2012) FAR 52.211-17 Delivery of Excess Quantities (SEP 1989) FAR 52.216-27 Single or Multiple Awards (OCT 1995) FAR 52.222-24 Pre-Award on Site Equal Opportunity Compliance

Evaluation (FEB 1999) FAR 52.227-1 Authorization and Consent (DEC 2007) FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright

Infringement (DEC 2007) FAR 52.232-17 Interest (OCT 2010) FAR 52.242-13 Bankruptcy (JULY 1995) FAR 52.242-15 Stop-Work Order (AUG 1989) FAR 52.243-1 Changes –Fixed Price (AUG 1987) FAR 52.247-34 F.O.B. Destination (NOV 1991)

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 15 of 91

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

1999) DFARS 252.204-7003 Control of Government Personnel Work Product (APR

1992) DFARS 252.204-7004 Central Contractor Registration, Alternate A, (FEB

2013) DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (DEC 2006) DFARS 252.211-7006 Passive Radio Frequency Identification (SEP 2011) DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

(DEC 2012)

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

(MIL-STD) -129P (MAR 2012)

DLAD52.212-9000 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)

THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED IN FULL TEXT:

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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 16 of 91 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.

(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.

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.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 17 of 91

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.

(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)

52.216-9047 Economic Price Adjustment – Established Catalog Price – One Upward Adjustment Per Option Year E-CAT Solicitation (NOV 2011) – DLAD

(a) All price adjustments authorized or mandated by this clause are based upon changes in the Contractor’s list prices and certain Other Federal Agency (OFA) contract 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. Contract unit prices and any revisions thereto are loaded by the Contractor into an E-CAT File and are forwarded electronically to the Government. For proposed price changes, 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

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 18 of 91 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)(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) (ii) is the net price after applying any standard trade discounts offered by the Contractor.

(2) Unless otherwise specified, all reference to the terms “OFA Unit Price”(s) or “ OFA Price(s)” as used in this clause, shall be the prices appearing in the Contractor’s current contract it may have with another Federal Agency 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 OFA 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) if applicable, a copy of their current OFA Contract(s), OFA Unit Prices, and the OFA contract expiration dates applicable to items offered as well as any other information required by the Contracting Officer.

(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 OFA Unit Price (if applicable) for the same item.

Accordingly, offers are cautioned to propose discounts which, when applied to the list prices, will not exceed OFA Unit Prices (if applicable).

(g) Downward Adjustments.

(1) Downward adjustments to contract unit prices are mandated whenever there are decreases in either 1) List Prices or 2) OFA Unit Prices when the reduction results in a revised OFA 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 OFA Unit Price reduction which results in an OFA 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 OFA Price, the Contractor shall propose a lower Contract Unit Price taking into

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 19 of 91 consideration the benchmarks in paragraphs (g)(2) and (3) below. The Contractor must furnish a copy of the revised Catalog/Price List or OFA Unit Price as soon as it is available. Also, the Contractor must provide a copy of the “E-CAT file” at least 30 days prior to the date when the reduced List Price(s) or OFA Price(s) take 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 timeframe above, 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 or OFA Price changes: The item number; e.g., 0001AA.

(ii) For List or OFA Price changes: The Supplier (Catalog); e.g., ABC Imaging, Inc.

(iii) For List or OFA Price changes: The Product Name/Nomenclature; e.g., High Speed Handpiece.

(iv) For List or OFA Price changes: Part Number; HIH 2000

(v) For List or OFA Price changes: The list price upon which the current Contract Unit Price is based.

(vi) For List or OFA Price changes: The applicable Contract Discount used as a basis for determining the current Contract Unit Price.

(vii) For List or OFA Price changes: The Contract Unit Price currently in effect.

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

(ix) For List or OFA Price changes: The applicable Contract Discount or larger Contract Discount now offered.

(x) For List or OFA Price 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.

(xiii) For OFA Price changes: The current OFA Unit Price which is about to expire and the new reduced OFA Unit Price which will replace it and triggered this Contract Unit Price reduction.

SOLICITATION NUMBER SPM2DE-13-R-0001 Page 20 of 91

(xiv) For list price changes: For any items offered to Federal Agencies under an OFA Contract, the current OFA 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 OFA Unit Price for the same item.

(3) OFA Price Reductions. If the offered price decrease is based upon a reduction in the OFA 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 OFA 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 OFA Price benchmark (for reductions based upon reduced OFA 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.