SPE8E315D0016_Redacted.pdf

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

16. ADMINISTERED BY CODE

7. FOR SOLICITATION

INFORMATION CALL:

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000026637

1. REQUISITION NUMBER

SPE8E3-15-D-0016

2. CONTRACT NO.

2015 APR 07

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPM8E3-14-R-0005

5. SOLICITATION NUMBER

2014 MAR 28

6. SOLICITATION ISSUE

DATE

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE8E3

DLA TROOP SUPPORT

CONSTRUCTION & EQUIPMENT (MRO II)

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5096

USA

Local Admin: Vanessa Porter PEPCBBG Tel: 215-737-0156 Email: vanessa.porter@dla.mil

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

333999NAICS:

500SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

Fast Pay Net 15

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE SPE8E3

SEE BLOCK 9

Criticality: PAS: None

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

4V314

SUPPLYCORE INC. DBA

HEADQUARTERS

303 N MAIN ST STE 800

ROCKFORD IL 61101-1199

USA

TELEPHONE NO. 8159971633

18a. PAYMENT WILL BE MADE BY CODE SL4701

DEF FIN AND ACCOUNTING SVC

BSM

P O BOX 182317

COLUMBUS OH 43218-2317

USA

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

25. ACCOUNTING AND APPROPRIATION DATA

$225,000,000.00

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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

Diane Neff Diane.Neff@dla.mil

PEPCB03

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

2015 APR 07

31c. DATE SIGNED

1 SPM8E3-14-R-0005

2014-May-06

SEE SCHEDULE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

53PAGE 1 OF

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SEE ADDENDUM

Award sent EDI, Do not duplicate shipment

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH ,

HEREIN IS ACCEPTED AS TO ITEMS:

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

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

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

CONTINUED ON NEXT PAGE

Block 8 of the SF-1449 should read 6 May 2014 (due date of the solicitation)

Block 11 of the SF-1449 "see schedule" should be checked

Block 13b of the SF-1449 should read "To be specified on each delivery order"

Block 15 of the SF-1449 of the SF-1449 should read "To be specified on each delivery order"

Block 20 of the SF-1449 should read "MRO TAILORED LOGISTICS PRIME VENDOR SUPPORT FOR THE MRO SOUTH CENTRAL

REGION, ZONE 1" AND "SEE STATEMENT OF WORK"

Block 25 of the SF-1449 should read : 97X4930 5CBX 5024600 61002620 033189

Block 26: The Estimated Contract Value for this Contract is $150,000,000.00. The Contract Maximum Value is $225,000,000.00.

PAGE 3 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

SPE8E3-15-D-0016

Part 12 Clauses

South Central Zone 1 Continuation from SF 1449, Solicitation/Contract/Order for Commercial Items Blocks 19-24

1. Items: This contract will cover a full line of MRO supplies and incidental services in support of the maintenance, repair and operations requirements of installations in the South Central Region, Zone 1 as described herein. The awardee is responsible for making available to authorized customers covered under the resulting contract, the categories of items listed below. The items listed below are not all inclusive of the items that may be required to be furnished by the Tailored Logistics Support Prime Vendor (TLS PV).

1. Heating, Ventilation and Air Conditioning (HVAC) supplies;

2. Plumbing supplies (including bath and shower items, ablution units);

3. Electrical products (including generators, wire/cable, connectors, sockets, outlets, lights, etc.);

4. Tools of various kinds;

5. Chemical, lubricating, and rubber products and products including same;

6. Construction supplies (including but not limited to cement, lumber and plywood, bricks, blocks, steel, aluminum, and other metal products, conduits ), etc.;

7. Perimeter security items such as barriers, barbed wire, concertina wire, and sand bags (also used for erosion prevention);

8. Communication devices (such as walkie-talkies, two-way radios, etc.

used by the maintenance personnel), and;

9. Various other commercial supplies required by the war-fighters to accomplish their mission AND related incidental services as such term is further explained herein.

2. Minimum & Maximum Dollar Values: The Government guarantees that it will order under the contract for the South Central Region, Zone 1 a quantity of supplies having a minimum dollar value of $3,000,000.00. The aggregate of delivery orders issued during contract performance will be applied to the minimum guarantee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for the contract, the guaranteed minimum will have been met and the Government’s obligations with regard to the guarantee will have been satisfied.

The maximum dollar value that can be obligated for the contract is $225,000,000.00, meaning that the cumulative obligations of all orders placed against the contract cannot exceed $225,000,000.00.

Note: The Maximum Contract Value for Zone 1 of the MRO South Central Region of $225 million accounts for potential surge and contingency requirements; however, $150 million remains the estimated dollar value for the contract.

3. Period of Performance: This contract is an Indefinite Delivery/Indefinite Quantity Contract with a maximum term of 5 years: April 7, 2015 through April 6, 2020. The 5-year base ordering period includes a 30-day implementation period, which is effective beginning on April 7, 2015. There are no options.

4. Pricing:

For the Distribution Matrix, the awardee has offered the following firm fixed total

Distribution Ceiling Price, as a dollar amount, for each of the twenty pricing tiers. The tiers are specific dollar value ranges based on the Total Acquisition Price per Order when the TLS PV submits the order. They will be used to assign a corresponding total Distribution Ceiling Price for the order. The Distribution Ceiling Price represents the total maximum distribution price the TLS PV can charge for an order within the range. The prices are fixed for each pricing period. There will be three pricing periods under the contract and they will be sequential: Period 1: Two Years; Period 2: Eighteen Months; and Period 3: Eighteen Months.

TIER TOTAL ACQUISITION

PRICE PER ORDER Pricing Period 1 Pricing Period 2 Pricing Period 3

1 < $10.00

PAGE 4 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

2 $10.00-$24.99 3 $25.00-$49.99 4 $50.00-$99.99 5 $100.00-$249.99 6 $250.00-$499.99 7 $500.00-$749.99 8 $750.00-$999.99 9 $1,000.00-$2,499.99 10 $2,500.00-$4,999.99 11 $5,000.00-$7,499.99 12 $7,500.00-$9,999.99 13 $10,000.00-$24,999.99 14 $25,000.00-$49,999.99 15 $50,000.00-$74,999.99 16 $75,000.00-$99,999.99 17 $100,000.00-$249,999.99 18 $250,000.00-$499,999.99 19 $500,000.00-$999,999.99 20 > or = $1,000,000.00

The prices for the Price Evaluation List (PEL) are Acquisition Ceiling Prices. They are firm fixed per unit ceiling prices during the applicable pricing period. The Acquisition Ceiling Price represents the maximum acquisition unit price the TLS PV can charge for an item on the PEL. There are three pricing periods under the resultant contract, which are sequential:

Period 1: Two Years; Period 2: Eighteen Months; and Period 3: Eighteen Months. The PEL with the Acquisition Ceiling Prices is included as Attachment 1.

c. Currently there is one storefront in Zone 1 of the South Central Region located at Fort Polk, Louisiana. As part of the pricing proposal for Zone 1, SupplyCore provided unburdened and burdened hourly labor rates for a Storefront Manager, Material Handler and Storefront Clerk for the three pricing periods (employee costs ONLY); the rates are listed below. The unburdened and burdened labor rates will also be used as a benchmark if additional personnel are required to support the storefront or if another storefront is negotiated for this Zone. (The employee job descriptions are found in section 15 of the Statement of Work.)

PRICING PERIOD 1

(24 MOS.)

PRICING PERIOD 2

(18 MOS.)

PRICING PERIOD 3

(18 MOS.)

EMPLOYEE JOB

TITLES

UNBURDENED

HOURLY

WAGE

RATE

BURDENED

HOURLY

WAGE

RATE

UNBURDENED

HOURLY

WAGE

RATE

BURDENED

HOURLY

WAGE

RATE

UNBURDENED

HOURLY

WAGE

RATE

BURDENED

HOURLY

WAGE

RATE

Storefront Clerk

Storefront Material Handler

Storefront Manager

The fully burdened hourly labor rates include all the direct, indirect, general and administrative cost, and profit associated with providing the required personnel (employee costs only).

PAGE 5 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

5. Delivery Orders: Each delivery order issued against the contract will be firm fixed priced. The delivery order will consist of the acquisition price for each item or incidental service on the order and the distribution price based on the total dollar value of the order.

The acquisition price for PEL items and Acceptable Alternates and non-PEL Items may vary based on market conditions and will be supported by competitive subcontractor quotes and/or other additional information as determined by the Contracting Officer. The acquisition price for PEL and Acceptable Alternates items shall not exceed the Acquisition Ceiling Prices established at contract award for each pricing period. The distribution price shall not exceed the Distribution Ceiling Prices established at contract award for each pricing period.

6. Delivery: The following table shows the expected delivery timeframes:

Routine Emergency Commercial Off the Shelf Items 3-10 calendar days 24-72 hours

7. Contract Administration: DLA Troop Support has the responsibility for the administration of this contract. The DLA Troop Support Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The DLA Troop Support Contracting Officer must approve any changes or modification prior to the implementation of such changes. In the event the contractor effects a change at the direction of any person other than DLA Troop Support Contracting Officer the change will be considered to have been made without authority, and no adjustment will be made to cover any increase in cost as a result thereof.

Request for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the DLA Troop Support Contracting Officer. In accordance with FAR 16.505(b) (5), the following individual has been designated the delivery order Ombudsman.

Mr. Robert Panichelle-BP Defense Logistics Agency – Troop Support

700 Robbins Avenue Philadelphia, PA 19111

Telephone: 215-737-5855 Facsimile: 215-737-3025 or 3039

Email: Robert.Panichelle@dla.mil

DLA Troop Support reserves the right to utilize the assistance of the Defense Contract Management Agency (DCMA) if deemed necessary for certain administrative duties.

8. Additional Features: All plans submitted as part of the Awardee’s Non-Price Proposal (including revisions in discussions) are to be followed during contract performance.

PAGE 6 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

mailto:Robert.Panichelle@dla.mil

NOTICE

Estimated Dollar Value: The implementation sites for the South Central Region, Zone 1 will be those activities ordering through this contract in the state(s) identified in the region. The estimated annual sales set forth in this contract are GOOD FAITH ESTIMATES ONLY based on the best data available to the Contracting Officer at the time of issuance of the solicitation, and do not constitute guarantees that this volume or value will actually be ordered.

The annual estimated dollar value is $30 million. The total estimated value of this acquisition (5 year term) is $150 million. The total maximum value of the contract (5 year term) is $225 million. The $225 million maximum accounts for potential surge and contingency requirements. This figure was derived by a combination of current and projected requirements obtained through market research performed by DLA Troop Support.

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)

This 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) The contractor must provide a copy of its written code of business ethics and conduct in accordance with part 17 f. of the Statement of Work.

PAGE 7 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

DLA Troop Support is a Primary Level Field Activity of the Defense Logistics Agency (DLA), which is located in Philadelphia, PA, and is a combat support activity whose objective is to continue, and to expand, its use of unique and innovative approaches for providing focused logistics support for its military services facilities customers, as well as other authorized customers, for their maintenance, repair and operations (MRO) requirements. The phrase “facility maintenance, repair, and operations” is also referred to as “facility sustainment, restoration, and modernization (SRM)” in some regulations. The term “facility,” as used in this solicitation, is synonymous with the terms “military activity/base/installation” and “government installation/activity.” It includes all buildings and grounds within the perimeter of the compound. The operation of a facility includes the protection and safety of the physical plant and the personnel employed therein.

The resulting contract constitutes the Government’s acceptance of the SupplyCore’s initial offer, dated 6 May 2014, including revisions, through Final Proposal Revision dated 17 December 2014, as well as the Reverse Auction which took place on 19 December 2014. The offer is in accordance with Request for Proposals (RFP) SPM8E3-14-R-0005, including amendments 0001 through 0005. Performance under this contract shall be governed by the terms and conditions of RFP SPM8E3-14-R-0005, including amendments 0001 through 0005.

The resulting contract represents a continuation of the Maintenance, Repair and Operations (MRO) Tailored Logistics Support Prime Vendor (TLS PV) Program at DLA Troop Support. It constitutes the “third generation” acquisition under the MRO Program for the full line of logistics support of the maintenance, repair, and operations supply requirements, including incidental services, of the military installations, federal agencies, and other authorized customers located in the geographical areas defined herein as the South Central Region, Zone 1. A TLS PV is a supplier under an indefinite delivery contract which manages numerous delivery orders for a variety of products within a specific industry/sector and provides advanced distribution capabilities.

The South Central Region, Zone 1 includes various ordering activities in Texas and Louisiana. See Attachment 2 for list of current customers in the state/implementation sites. This list may be updated as the contract period evolves.

SupplyCore may be required to provide inventory management and/or provide manpower to issue materials or supplies furnished under “storefront” operations located on one or more military installations as such term is defined in the Statement of Work under 15. Additional Requirements, a) Storefront. Currently there is a storefront in Zone 1 of the South Central Region at Fort Polk, Louisiana.

As the MRO Program and this TLS PV contract expand its coverage, significant additions to the list of items may occur.

If items or product lines are added to the resulting contract, SupplyCore will be required to arrange for distribution of such items or product lines within 30 days of their addition to the contract.

Price Catalog: DLA Troop Support will maintain a Price Catalog of the acquisition prices of products in the Contracting Officer’s Portal (KOP) at DLA Troop Support. The initial Price Catalog will consist of the items in the PEL and Acceptable Alternates, determined fair and reasonable at their Acquisition Ceiling Price. Acquisition prices for PEL items and Acceptable Alternates and for non-PEL items will vary based on market conditions and will be supported by competitive subcontractor quotes and/or additional supporting documentation. Items will be added to the Price Catalog prior to or simultaneous with the issuance of each delivery order. NOTE: Acquisition prices for PEL items and Acceptable Alternates may not exceed the Acquisition Ceiling Prices during the applicable periods.

SupplyCore is advised that the Preference for Certain Domestic Commodities/Berry

Amendment, and Trade Agreements Act apply to this contract. Depending on the item being solicited, the Berry Amendment, or the Trade Agreements Act requirements may apply. Additionally, there are other procurement restrictions set forth in the regulations that may apply to certain specific products. Please note, clauses implementing and certifications for the applicable restrictions are found in the contract document below, or may be separately incorporated into individual orders under the contracts. SupplyCore must be aware of which provision applies at the time of the order.

PAGE 8 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

Wide Area Work Flow (WAWF): For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is Wide Area Work-Flow (WAWF).

SupplyCore shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. WAWF is available on the Internet at https://wawf.eb.mil/. In addition, WAWF guidance and assistance is available from our DLA TROOP SUPPORT WAWF team personnel via email inquiry – dscpwawfteam@dla.mil.

Fast Pay and Prompt Pay: Fast Pay will be utilized for delivery orders issued under this contract for orders valued less than $100,000.00, subject to renewal of authorizing class deviation. A quarterly audit will be conducted. DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI transaction set, data in the Next Generation Enterprise Linked Logistics Information Source (NGE) system and/or Proof of Deliveries (PODs) provided by the contractor. Prompt Pay will be utilized for all delivery orders valued at or above $100,000.00. DLA Troop Support anticipates using carrier data provided in the 856 Advance Shipping Notice EDI Transaction set, data in the NGE systems and/or PODs provided by SupplyCore to facilitate prompt payment.

HAZMAT Offerors are NOT required to submit the information required by FAR 52.223-3 Hazardous Material Identification and Material Safety Data upon award. Please note this information will be required, when applicable, at the time of order.

(END OF NOTICE)

FAR 52.212-4, Contract Terms and Conditions—Commercial Items (DEC 2014) is incorporated in this solicitation by reference. Its full text may be accessed electronically at https://www.acquisition.gov/far/index.html.

Text is available for viewing in Subpart 52.2 Text of Provisions and Clauses, through either the HTML or PDF Format links.

Addendum to 52.212-4:

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

1. Paragraph (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.

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

Add the following paragraph:

(a) Definitions.

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

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

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

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

PAGE 9 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

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

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

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

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

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

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

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

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

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

Paragraph Additional Language

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

[X] (i) FAR 52.213-1, Fast Payment Procedure, DLAD 52.212-9001, Application of Fast Payment to Part 12 Acquisitions, and DLAD 52.213-9009, Fast Payment Procedure, apply and are hereby incorporated by reference. The Government will pay invoices based on the Contractor’s delivery of supplies to a post office or common carrier (or, in shipments by other means), to the point of first receipt by the Government. Fast Pay only applies to Delivery Orders valued under $100,000.00 and is subject to renewal of FARS

DEV 15-01.

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 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) FAR 52.204-7 System for Award Management (JUL 2013) FAR 52.204-13 System for Award Management Maintenance (JUL 2013) FAR 52.208-9 Contractor Use of Mandatory Sources of Supply or Services (MAY 2014) FAR 52.211-17 Delivery of Excess Quantities (SEP 1989) FAR 52.222-24 Pre-Award On Site Equal Opportunity Compliance Evaluation (FEB 1999) FAR 52.223-3 Hazardous Material Identification and Material Safety Data (JAN 1997) FAR 52.223-11 Ozone Depleting Substances (MAY 2001)

PAGE 10 OF 53 PAGESCONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

SPE8E3-15-D-0016

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

FAR 52.223-12 Refrigeration Equipment and Air Conditioners (MAY 1995) FAR 52.227-1 Authorization and Consent (DEC 2007) FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (DEC 2007) FAR 52.247-34 F.O.B. Destination (NOV 1991) DFARS 252.201-7000 Contracting Officer’s Representative (DEC 1991) DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights (SEP 2013) DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992)

DFARS 252.204-7004 ALTERNATE A, SYSTEM FOR AWARD MANAGEMENT (FEB 2014)

DFARS 252.216-7006 Ordering (MAY 2011) DFARS 252.223-7001 Hazard Warning Labels (DEC 1991) DFARS 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (DEC 2006) DFARS 252.225-7042 Authorization to Perform (APR 2003) DFARS 252.246-7000 Material Inspection and Receiving Report (MAR 2008) * only applicable to shipments to DOD Transshipment points and when required by DLA Troop Support DLAD 52.211-9004 Priority Rating for Various Long Term Contracts

(NOV 2011)

DLAD 52.216-9006 Addition/Deletion of Items (AUG 2005) DLAD 52.217-9010 Limitations on Use of Surge and Sustainment (S&S) Government Investment (NOV

2011)* Note: There are no surge requirements for any items at this time; however, an item may be added to the program after contract award with surge requirements.

At that time, the awardee may be required to submit a Surge and Sustainment Plan/Capability Assessment Plan.

DLAD 52.217-9006 Surge and Sustainment (S&S) Requirements – Alternate I (NOV 2011)*Note:

There are no surge requirements for any items at this time; however, an item may be added to the program after contract award with surge requirements. At that time, the awardee may be required to submit a Surge and Sustainment Plan/Capability Assessment Plan.

DLAD 52.217-9017 Tailored Logistics Support Purchasing Reviews(NOV 2011) DLAD 52.223-9000 Material Safety Data Sheets and Hazard Warning Labels (NOV 2011) DLAD 52.223-9002 Anti-Stain Treatment (Untreated Wood Products)

(SEPT 2008)

DLAD 52.223-9003 Marking Dangerous Goods or Hazardous Materials (NOV 2011) DLAD 52.223-9004 Federal Insecticide, Fungicide, and Rodenticide Act

(FIFRA)(SEP 2008)

DLAD 52.246-9019 Material and Inspection Report (APR 2008) DLAD 52.246-9020 Distribution of Material Inspection and Receiving Report (APR 2008)* only applicable to shipments to DOD Transshipment points and when required by DLA Troop Support

DLAD 52.247-9012 Requirements for Treatment of Wood Packaging Material (WPM) (FEB 2007) DLAD 52.247-9029 Shipping Instructions (NOV 2011) DLAD 52.247-9034 Point of Contact for Transportation Instructions

(JUN 2013)

FAR 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 ** , 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 ***;

(2) Any order for a combination of items in excess of ***; or,

(3) A series of orders from the same ordering office within 90 days that together call for quantities exceeding the limitation in subparagraph (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 3 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.

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** There is no minimum quantity/dollar value per order.

*** There is no maximum quantity/dollar value per order.

FAR 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 later than 2 years after expiration of the contract ordering period.

DFARS 252.216-7006 ORDERING (MAY 2011)

(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 date of contract award through the end of the contract base period.

(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.

DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JUNE 2013)

(a) Definitions. As used in this clause— “Credible information” means information that, considering its source and the surrounding circumstances, supports a reasonable belief that an event has occurred or will occur.

“Critical safety item” means a part, subassembly, assembly, subsystem, installation equipment, or support equipment for a system that contains a characteristic, any failure, malfunction, or absence of which could have a safety impact.

“Safety impact” means the occurrence of death, permanent total disability, permanent partial disability, or injury or occupational illness requiring hospitalization; loss of a weapon system; or property damage exceeding $1,000,000.

“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for the Contractor or another subcontractor under this contract.

(b) The Contractor shall provide notification, in accordance with paragraph (c) of this clause, of—

(1) All nonconformances for parts identified as critical safety items acquired by the Government under this contract; and

(2) All nonconformances or deficiencies that may result in a safety impact for systems, or subsystems, assemblies, subassemblies, or parts integral to a system, acquired by or serviced for the Government under this contract.

(c) The Contractor—

(1) Shall notify the Administrative Contracting Officer (ACO) and the Procuring Contracting Officer (PCO) as soon as practicable, but not later than 72 hours, after discovering or acquiring credible information concerning nonconformances and deficiencies described in paragraph (b) of this clause; and

(2) Shall provide a written notification to the ACO and the PCO within 5 working days that includes—

(i) A summary of the defect or nonconformance;

(ii) A chronology of pertinent events;

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(iii) The identification of potentially affected items to the extent known at the time of notification;

(iv) A point of contact to coordinate problem analysis and resolution; and

(v) Any other relevant information.

(d) The Contractor—

(1) Is responsible for the notification of potential safety issues occurring with regard to an item furnished by any subcontractor; and

(2) Shall facilitate direct communication between the Government and the subcontractor as necessary.

(e) Notification of safety issues under this clause shall be considered neither an admission of responsibility nor a release of liability for the defect or its consequences. This clause does not affect any right of the Government or the Contractor established elsewhere in this contract.

(f) (1) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for—

(i) Parts identified as critical safety items;

(ii) Systems and subsystems, assemblies, and subassemblies integral to a system; or

(iii) Repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system.

(2) For those subcontracts, including subcontracts for commercial items, described in paragraph

(f)(1) of this clause, the Contractor shall require the subcontractor to provide the notification required by paragraph (c) of this clause to—

(i) The Contractor or higher-tier subcontractor; and

(ii) The ACO and the PCO, if the subcontractor is aware of the ACO and the PCO for the contract.

DLAD 52.212-9000 CHANGES - MILITARY READINESS (NOV 2011)

The commercial changes clause at FAR 52.212-4(c) is applicable to this contract in lieu of the changes clause at FAR 52.243-1. However, in the event of a Contingency Operation or a Humanitarian or Peace Keeping Operation, as defined below, the Contracting Officer may, by written order, change (1) the method of shipment or packing, and (2) the place of delivery. If any such change causes an increase in the cost of, or the time required for performance, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract. The contractor must assert its right to an adjustment within 30 days from the date of receipt of the modification.

“Contingency operation” means a military operation that is designated by the Secretary of Defense as an operation in which members of the armed forces are or may become involved in military actions, operations, or hostilities against an enemy of the United States or against an opposing military force; or results in the call or order to, or retention on, active duty of members of the uniformed services under 10 U.S.C. 688, 12301(a), 12302, 12304, 12305, or 12406, Chapter 15 of U.S.C., or any other provision of law during a war or during a national emergency declared by the President or Congress (10 U.S.C.

101(a)(13)).

“Humanitarian or peacekeeping operation” means a military operation in support of the provision of humanitarian or foreign disaster assistance or in support of peacekeeping operation under Chapter VI or VII of the Charter of the United Nations. The term does not include routine training, force rotation, or stationing. (10 U.S.C. 2302 (8) and 41 U.S.C. 259 (d)(2)(B)).

DLAD 52.216-9007 CONTRACT AND DELIVERY ORDER LIMITATIONS (NOV 2011)

(a) Delivery orders will specify delivery no less than ** days from the date of order. Changes or cancellations to delivery orders may be made by giving the Contractor notice no less than ** days [remembering that days are always calendar days unless otherwise defined] before the required delivery date.

**Delivery timeframes will vary from order to order. Accordingly, the terms of delivery shall be specified in each particular TLS PV order.

(b) Maximum contract limitation. The maximum quantity or maximum dollar value that may be ordered against the contract is $225,000,000.00.

(c) Guaranteed minimum.

(1) The Government guarantees that it will order under this contract (and under the contract awarded for

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any partial set-aside) the following minimum, as applicable:

[ ] (i) Base period of one year.

______ (Quantity) ______ (Percentage of the annual estimated quantity or dollar value)

[X ] (ii) Base period of two or more years. The Government guarantees that it will order under the contract awarded under this solicitation a quantity of supplies having a minimum dollar value of $3,000,000.00.

______ (Quantity) multiplied by ______.

______(Percentage) multiplied _______.

[ ] (iii) The following minimum quantities within the time periods prescribed (quarter (QTR) represents a three-month period computed from date of award):

Contract Line-Item (CLIN) First Quarter Second Quarter Third Quarter Fourth Quarter

[ ] (iv) The Contractor will not be obligated to honor any order with F.o.b. Destination terms that requires delivery to a single destination of a quantity less than that shown below:

CLIN Minimum Quantity Per Destination

(2) The Government may fulfill the guarantee by a single delivery order or by any number of delivery orders subject to the minimum per order specified in the clause Order Limitations, Federal Acquisition Regulation (FAR) clause 52.216-19 (a). The maximum quantity per order does not apply until after the guaranteed minimum is satisfied.

(3) In the event that a single delivery order includes both items that are within the guaranteed minimum and items in excess of the guaranteed minimum, the maximum delivery order limitations in FAR 52.216-19 (b) shall apply, and the Contractor shall be governed by the notice requirement of FAR 52.216-19 (d).

(4) The total of the delivery orders issued during the base contract period will apply to the minimum guarantee stated in this paragraph (c). The Government’s obligations with regard to the guarantee will be satisfied when the total of the delivery orders equals or exceeds the guaranteed quantity or guaranteed dollar value, as applicable.

(d) If this is an invitation for bids (IFB) and the Government elects to award a different quantity than that solicited or bid upon, the delivery schedule will be changed in direct proportion to the change in quantity. If this solicitation involves a partial set-aside, the Government will consider each destination (or combined destinations) separately in awarding the set-aside portion. The destination(s) appearing on page(s)______________ is (are) the non-set aside portion.

DLAD 52.217-9006 SURGE AND SUSTAINMENT (S&S) REQUIREMENTS – ALTERNATE I

(NOV 2011)

This solicitation includes items that are critical to support the Department of Defense’s ability to conduct contingency operations. These items are designated as the S&S requirements, including the Services’ go-to-war requirements. S&S requirements are identified as “Surge Quantity Option” expressed in a percent or exact quantity in this solicitation, and are in addition to peacetime quantities.

The objective of this requirement is to obtain contractual coverage to meet the S&S quantities and sustainable accelerated delivery specified in this solicitation. S&S coverage includes access to production capability as well as vendor owned or managed inventory/safety stocks. Offerors will be evaluated on their ability to meet the terms and conditions of the S&S requirements. S&S requirements are defined as follows:

(a) Surge and Sustainment Capability means the ability of the supplier to meet the increased quantity and/or accelerated delivery requirements, using production and/or supplier base capabilities, in support

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of Department of Defense (DOD) contingencies and/or emergency peacetime requirements. This capability includes both the ability to ramp-up to meet early delivery or increased requirements (i.e., Surge), as well as to sustain an increased production and delivery pace throughout the contingency (i.e., Sustainment). The spectrum of possible contingencies ranges from major theater wars to smaller-scale military operations.

(b) S&S Quantity and Accelerated Delivery Schedule are identified on an individual item basis, based on the Services wartime planning requirements. The surge quantity option is expressed as a percent or an exact number with a sustainable accelerated delivery. The S&S quantity and delivery requirements are above and beyond the peacetime requirements in the schedule of supplies.

(c) S&S Capability Assessment Plan (CAP), (previously known as the “Surge Plan”). The CAP provides the offeror’s method of covering the S&S quantity and delivery requirements, identification of competing priorities for the same resources, and date the Contractor can provide the required S&S capability. If any of the S&S quantity and delivery requirements cannot be met, the offeror must identify the shortfall and provide the best value solutions to include a proposed investment strategy to offset the shortfall. For example, the CAP may include, but is not limited to, one of the following scenarios to address wartime delivery requirements:

(1) The S&S quantity and delivery requirements can be fully covered within the supplier’s resources.

(2) The S&S delivery schedule can be fully covered with early deliveries due to unit pack shipping.

(3) The total S&S quantity and delivery requirements can be met but at a different delivery rate, and the supplier has no cost-effective investment strategy that would improve the capability to deliver according to the quantity and delivery requirements.

(4) The total S&S quantity and delivery requirements can be met but at a different delivery rate, and includes an investment strategy that would improve the supplier’s capability to deliver according to the surge quantity option (e.g., the surge quantity option calls for 50% of estimated annual demand quantity or an exact quantity of 20 boxes) every 10 days, and the vendor can meet the schedule starting in the third ordering period but needs Government investment to become capable of meeting deliveries in the first two months).

(5) The S&S quantity and delivery requirements can be partially covered (the supplier can only provide a fraction of the total quantities specified); however, the supplier has no cost-effective investment strategy that would improve the capability to deliver at the surge quantity option.

(6) The S&S quantity and delivery requirements can be partially covered (the supplier can only provide a portion of the surge quantity option specified), and includes an investment strategy that would improve the supplier’s capability to deliver at the surge quantity option.

(d) Government Investments. Use of Government investment may be considered to address S&S coverage shortfalls as specified under (c)(3) to (7) above only when it is in the Government’s best interest. Use of Government investment is limited per clause 52.217-9010. Contracting Officer (CO) approval is required for any Government investment requests and any investment costs incurred by the supplier without the explicit written approval of the Contracting Officer are the sole responsibility of the supplier.

(e) Agreement to Participate in S&S Validation/Testing. By submission of an offer, the supplier agrees to participate in S&S validation/testing as required by the Government to verify the stated S&S capability. Testing/Validation may include any methodology that can validate the supplier’s S&S capability. Validations will be conducted on randomly selected items by the Industrial Specialist after contract award and throughout the contract period. Validations include, but are not limited to, verification that the supplier and any subcontractor(s) have sufficient equipment, facilities, personnel, stock, pre-positioned raw material, production capabilities, visibility of supplier base resources and agreements, networks and plans for distribution (receiving, storing, packaging and issuing) and transportation services to accommodate the S&S requirements in the contract. This validation includes examination of any in-house work, review of the stock rotation plan (if applicable), and other contracts that impact the production of any added or accelerated quantities. The Government reserves the right to require validation using other methodologies when deemed appropriate.