Tech Info TLSP Solicitation SPE8EG24R0001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

1000180682 102

SPE8EG24R0001

Tiffany McFadden FCG C&E (445) 737-6006

SPE8EG

See Schedule

See Schedule

334111

1,250

08/28/2025

DLA Troop Support Construction & Equipment (SMSG) 700 Robbins Avenue Philadelphia, PA 19111-5096

USA

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

Table of Contents Page Continuation of Blocks from the Standard Form 1449 4 Block 8, Offer Due Date/Local Time 4 Block 9, Issued By 4 Block 17a, Contractor/Offeror 4 Block 17b, Remittance Address 4 Block 19-22, Item No., Schedule of Supplies, Quantity, Unit 4-5 Solicitation Response Sheet for “No Offer” 6

Caution Notice 7

Contract Clauses

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

SERVICES (NOV 2023)

ADDENDUM TO FAR 52.212-4 17

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUES OR EXECUTIVE ORDERS- COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(FEB 2024)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 31

Statement of Work 41

Solicitation Provisions

52.212-1 INSTRUCTIONS TO OFFERORS- COMMERCIAL ITEMS (SEP 2023) 63

ADDENDUM TO 52.212-1 67

SPECIAL INSTRUCTIONS/CONDITIONS/NOTICES TO OFFERORS FOR

SUBMITTAL OF SOURCE SELECTION PROPOSAL INFORMATION

52.212-2 EVALUATION- COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021) 76

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (FEB 2024)

ADDENDUM TO 52.212-3 99

Attachment 1- Price Proposal Spreadsheet- SPE8EG24R0001

Continuation of Blocks from SF 1449

1. Block 8

Offer Due Date/Local Time: 10/15/2025 at 3:00 PM EST

2. Block 9

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

Once submitted, documents may be added but not removed.

Howard T. Page III is the Contracting Officer.

If you are unsure how to submit a signed and fully completed solicitation through DIBBS, please contact Tiffany McFadden at tiffany.mcfadden@dla.mil for guidance.

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

Offer Due Date/Local Time: 10/15/2025 at 3:00 PM EST

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

3. Block 17a

Offeror’s Assigned Unique Identifier Number: ________________________________________

(If you do not have a Unique Entity Identifier number, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors – Commercial Items (paragraph j) for information on establishing a unique entity identifier.)

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

4. Block 17b

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

5. Blocks 19-22 mailto:tiffany.mcfadden@dla.mil mailto:tiffany.mcfadden@dla.mil

SCOPE OF CONTRACT/PROGRAM

Schedule of Supplies: The awardee(s) will be responsible for supplying various Technology and Information related items and incidental services to DLA customers worldwide. Items supported by the Technology and Information (Tech & Info) Tailored Logistics Support Program (TLSP) will fall under the following Federal Supply Groups (FSGs):

FSG 36- Special Industry Machinery to include Advanced Manufacturing

FSG 58 - Communication, Detection, and Coherent Radiation Equipment

FSG 67-Photographic Equipment

FSG 70 - Automatic Data Processing Equipment, Software, Supplies, and Support Equipment.

The program will not be used to support commercial off-the-shelf items provided by the General Services Administration in the covered product categories.

SOLICITATION RESPONSE SHEET FOR “NO OFFER”

Solicitation No.: SPE8EG24R0001

Offer Due Date/Time: 10/15/2025 at 3:00PM EST

No Offer Submitted for Reason(s) Checked:

[ ] Cannot comply with specification

[ ] Cannot meet delivery requirement

[ ] No open production capacity at plant

[ ] Do not regularly manufacture or sell the type of items involved

[ ] Other (specify):

[ ] We do [ ] We do not desire to be retained on the mailing list for future procurements for the type of item(s) involved.

Name/Address of firm (include ZIP Code):

Type or print Name/Title of signer: _____________________________________

Signature: __________________________________________________________

Caution Notice

1. Proposals are being solicited for the Technology and Information Tailored Logistics Support Program (Tech & Info TLSP). This program includes logistical support for military commands, federal agencies, and other authorized DLA customers located worldwide. Subject acquisition will establish a Tailored Logistics Support Program (TLSP) to include FSG 36, FSG 58, FSG 67, and FSG 70 along with related incidental services. Approximately 8,600 unique Department of Defense Activity Address Codes (DoDAACs) ordered NSNs through the Technology and Information Profit Center from Fiscal Year 2022 through July 2025. The Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a Department of Defense unit, activity, or organization.

2. DLA Troop Support is a Major Subordinate Command of the Defense Logistics Agency and is a combat support activity whose objective is to continue and expand its use of unique and innovative approaches for providing focused logistics support for its military and federal customers, as well as other authorized customers, for Technology and Information (Tech & Info) items. Proposals are being solicited for tailored logistics packages that, to the maximum extent practicable, will employ the techniques, advantages and economies of commercial business practices to reduce the total logistics cost to DLA Troop Support and its customers, and to provide rapid response, direct vendor delivery, advanced distribution, material management, total asset/in-transit visibility, and information fusion, in response to, and to the satisfaction of, DLA Troop Support customers’ demands. Therefore, to the maximum extent practicable, the contract resulting from this solicitation shall integrate the business practices of the commercial industry and military supply distribution systems.

3. The Government intends to make multiple Indefinite Delivery/Indefinite Quantity (IDIQ) Tech &

Info Tailored Logistics Support (TLS) Contracts under this single solicitation. This acquisition is being solicited as unrestricted. A Small Business Subcontracting Plan may be required. As a result of this solicitation, there will be a minimum of two (2) contract awards, and a maximum of seven (7) contract awards inclusive of a small business reserve. In accordance with FAR 19.503, this acquisition will include a reserve of five (5) contract awards for any of the small business concerns identified in FAR 19.000 (a) (3). Delivery orders above the micro-purchase threshold will be competed amongst the awardees. However, the Government reserves the right to make a single award if it is in the best interest of the Government. Contractors must be able to supply the Tech & Info items as described to all authorized customers worldwide. Customers will be Military Services / Department of Defense (DOD), other federal agencies, state and local governments, and other authorized customers of DLA Troop Support.

4. The contracts resulting from this solicitation will be Indefinite Delivery/Indefinite Quantity

Contracts with a base ordering period of three (3) years and two (2), two-year option periods.

The first base period year will include a transition period of up to twelve (12) months after date of award. The contract awarded will contain a provision for the exercise of unilateral options on the part of the Government, to extend the term of the contract for up to two (2), two-year option periods. A 60-day ramp-up period is included, if needed, after award. The exercise of options by the Contracting Officer is addressed in the clause at FAR 52.217-9 entitled “OPTION TO EXTEND THE TERM OF THE CONTRACT,” contained in the solicitation. Offerors are required to submit prices for all price periods, including requested option periods. Failure to submit pricing in accordance with the attached Price Proposal Spreadsheet may render an offerors’ proposal unacceptable. Therefore, submission of a proposal/offer shall be considered the offeror’s acceptance of the option provision.

5. After IDIQ award, requests for supplies above the micro-purchase threshold will be competed among awardees and awarded via Delivery Orders (DOs); however, the Government reserves the right to direct orders to a particular source under urgent circumstances, to meet contractual minimums, or to provide economy and efficiency as a logical follow-on to an order already issued in accordance with FAR 16.505(b)(2). Award decisions may be made either by line item or all or nothing. In accordance with FAR 16.504(a)(4), the following individual has been designated the delivery order ombudsman:

Mr. Maciej Okulicz-Kozaryn DLA Troop Support 700 Robbins Avenue, Bldg. 45 Philadelphia, PA 19111 Telephone: 215-737-2888

Email: Maciej.Okulicz-Kozaryn@dla.mil

6. Offerors are advised that the Berry Amendment and Buy American Act apply to this solicitation.

Depending on the item being solicited, the Berry Amendment and/or the Buy American Act requirements may apply. Note that for this procurement, contractors shall only provide end items that are manufactured or substantially transformed in the United States or a Qualifying or Designated country, as set forth in FAR 25.003 and DFARS 225.003. Unless the Berry Amendment applies to the end item, the Contracting Officer may waive the requirement to supply a U.S. - made, Qualifying or Designated country end product at his or her sole discretion under circumstances where offers of U.S.-made, Qualifying country, or Designated country end products from responsible offerors are either not received or are insufficient to fill the Government's requirements. Additionally, there are other procurement restrictions set forth in the regulations that may apply to certain specific products. Contractors must be aware of which provision applies at the time that they submit their offer.

7. Proposals will be evaluated using Best Value Tradeoff source selection procedures with the non-price factors being significantly more important than price. As the non-price ratings of offers become more equivalent, price will become more important. FAR 52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data is included in the solicitation. However, information is not required as part of initial offers but may be requested if discussions are conducted.

• Proposals are invited only on the basis of F.O.B. Destination, in accordance with FAR 47.303-6. Offers submitted on a basis other than F.O.B. Destination will not be considered for award. F.O.B. Terms – Transportation shall be F.O.B. Destination.

• Inspection and Acceptance Point – Point of Inspection and Acceptance shall be at Destination, defined as the customer’s CONUS location, or a Freight Forwarder location (depot), as applicable.

8. Invoicing and Payment:

· For purposes of receiving payment for material shipments (orders), the accepted electronic form for submission of payment requests and receiving reports is iRAPT in the Wide Area WorkFlow eBusiness Suite. Reference DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. TLS Contractors shall submit payment requests and receiving reports using iRPAT, in one of the following electronic formats that iRAPT accepts:

Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. The Wide Area Workflow eBusiness Suite and iRAPT are available on the Internet at https://wawf.eb.mil/.

· Prompt Payment shall be utilized in accordance with FAR 32.9 for all delivery orders. All delivery orders with incidental services shall utilize prompt payment.

9. Proposals. Offerors shall submit their proposals in accordance with clause FAR 52.212-1 -

INSTRUCTIONS TO OFFERORS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (Sep 2023) in the solicitation. Proposals MUST BE prepared and submitted in three (3) Units in accordance with the section “Addendum to FAR 52.212-1: SPECIAL INSTRUCTIONS FOR THE SUBMISSSION OF PROPOSAL INFORMATION.” Unit I shall consist of the Non-price proposal, which must be devoid of all reference to cost or price. Unit II shall consist of the Price Proposal.

Unit III shall consist of the offeror's signed copy of the SF 1449 and Amendments along with the offeror's completed fill-ins and offeror certifications required by the Solicitation. Proposals will be evaluated in accordance with clause FAR 52.212-2 EVALUATION - COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2021)

The Government reserves the right to cancel this solicitation. If this should occur, the Government will not be liable for an offeror's solicitation preparation costs or any other such related costs incurred.

In accordance with FAR 52.225-25, each offeror must certify that the offeror and any person owned or controlled by the offeror does not engage in any activity for which sanctions may be imposed under section 5 of the Iran Sanctions Act. Each offeror shall update its SAM certifications and by submission of an offer make the above certification (See FAR 52.212-3).

10. PRICING:

1) Offerors will provide ceiling prices for the Price Evaluation List (PEL) and pricing for one incidental service scenario. The contractor must provide ceiling prices on a minimum of 90% of the 165 items on the PEL. The contractor MUST provide a price for the incidental service scenario. Offerors may offer alternate items. However, the offeror must provide a complete technical data package for the Alternate item being offered as well as the item on the PEL for comparison purposes. If the item is deemed equal in form, fit, and function to the item on the PEL, it will be accepted. Alternate items determined not to be acceptable will not count towards the 90% minimum of PEL items required to be priced and will not be evaluated. The scenario price for the Incidental Service will be used for evaluation purposes and may be used as a benchmark during the post-award competition of delivery orders https://wawf.eb.mil/ when the service is requested. It is anticipated that each Tailored Logistics Support Contractor shall be as aggressive as possible in pursuing all discounts and rebates. All discounts and rebates must be passed on to DLA Troop Support. TLS Contractors shall guarantee that DLA Troop Support and its customers will receive discounts and rebates equal to or better than the offerors most favored commercial customers with similar sales.

2) Base Period and Option Period Prices: The Prices for the PEL and alternates accepted by the Government will be used for evaluation purposes and will be awarded as firm fixed priced, not to exceed ceiling prices. The fixed prices will constitute a not to exceed CEILING PRICE for the BASE PERIOD (three-year term) and each OPTION PERIOD (two (2), two-year terms) on any resultant contract for the Tech & Info TLSP. The not-to-exceed ceiling prices are set on a per vendor/contract basis and the competed Delivery Orders will not allow any offer from a vendor to exceed their PEL price, although they can bid lower.

Note: Contractors are encouraged, when competing for delivery orders, to provide a quote less than their ceiling price.

CONTRACT MINIMUM / MAXIMUM

The annual estimated value is $1.04B and since FY22 there have been approximately 8,600 DoD Activity Address Codes (DoDAACs) that received Tech & Info requirements. The estimated annual value set forth in this solicitation is a GOOD FAITH ESTIMATE ONLY based on the best data available to the Contracting Officer at the time of issuance of this solicitation and does not guarantee that this volume or value will be ordered under any resultant contract. As this is a first-generation tailored logistics support program, precise numbers regarding sales, number or orders, and delivery locations are unknown. Nevertheless, it is anticipated that annual sales may exceed $1B, annual order volume could exceed 10,000 orders, and the number of delivery locations could exceed 2,000 locations annually. These are rough estimates based on anticipated demand for items within scope of the program. Offerors must consider any business risks associated with these estimates and account for them in submitting their proposals.

The annual estimated value of this acquisition is $1.04 billion. The total estimated dollar value for the three (3) year base period and two (2), 2-year option periods is $7.3 billion The contract maximum dollar value that can be obligated for a contract awarded under this solicitation is $11 billion, meaning that the cumulative obligations of all orders placed against the contract resulting from this solicitation cannot exceed $11 billion. The contract maximum of $11 billion also represents the maximum for the acquisition/program; the sum of all orders against all contracts shall not exceed $11 billion. The contract maximum dollar value represents an upward adjustment to account for estimated normal demand, surge requirements, fluctuations in demand, potential new customers, and the variety of items that may be ordered due to customer needs.

Each contract has a one-time guaranteed minimum of $150,000.00 per awardee to be obligated during the base period of performance, which will be recorded as an obligation at the time of contract award. The aggregate of delivery orders issued during the Base Period for the contract will be applied to the minimum guarantee. At the time when the aggregate of delivery orders equals or exceeds the guaranteed minimum for a contract, the guaranteed minimum for that contract will have been met and the Government’s obligations with regard to the guarantee will have been satisfied. There is no guaranteed minimum for the option periods.

NOTE: The estimated dollar values listed are not guarantees and are not necessarily indicative of actual requirements under this procurement. The Government’s obligation under this contract resulting from this procurement is limited to the stated guaranteed minimum order amount. (When you offer your price, you must consider any business risk associated with these estimates.)

11. CONTRACTOR CODE OF BUSINESS ETHICS (NOV 2021)

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT is included in the solicitation and any resultant contract(s). 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) Contractors must provide a copy of its written code of business ethics and conduct to the Contracting Officer within 30 days of contract award.

12. A Surge & Sustainment Capability Assessment Plan (CAP) is required for NSN items on the PEL having a Monthly Wartime Rate (MWR). FAILURE TO SUBMIT AN ACCEPTABLE PLAN OR ADDRESS THIS REQUIREMENT COULD MAKE AN OFFEROR INELIGIBLE FOR AWARD. See Procurement Notes C06 Surge and Sustainment (S&S) Requirements (FEB 2017), L18 Surge and Sustainment (S&S) Requirements - Instructions to Offerors (FEB 2017), L19 Surge and Sustainment (S&S) - Capability Assessment Plan (CAP) (JAN 2021), and M07 Surge and Sustainment (S&S) Evaluation (FEB 2017). Offerors shall complete the CAP electronically in accordance with Procurement Note L19, print the CAP, and submit it as part of their Unit III.

During contract performance, awardees may be requested to provide a CAP and comply with the applicable Procurement Notes should additional NSNs be identified as having specific Surge & Sustainment MWR requirements.

13. Electronic Data Interchange (EDI) requirements are listed in the Statement of Work. The ‘ANSI X12 transaction sets’ requirement (paragraph b) in the EDI clause should be given particular attention. Application programming Interface (API) transactions will also be required during performance of the Contracts.

14. FAR 52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use and FAR 52.211-15 Defense Priority and Allocation Requirements are included in the solicitation and any resultant contracts. Though the basic contract is not rated, individual delivery orders may be rated.

15. Provisions, Clauses and Procurement Notes:

The following websites are provided to suppliers to obtain the full text of the FAR, DFARS, and DLAD provisions, clauses, and Procurement Notes: https://www.acquisition.gov, http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html, http://www.dla.mil/hq/acquisition/offers/DLAD.aspx and http://www.dla.

mil/HQ/Acquisition/Offers/eProcurement.aspx.

All provisions, clauses, and procurement notes are incorporated herein by reference with the same force and effect as if set forth in full text and made a part of the solicitation/contract as applicable. Offerors are reminded that all provisions incorporated herein by reference remain binding in their entirety. Any penalties for misrepresentation contained in the reference clauses and provisions apply.

16. The Government will review proposals to determine whether they comply with the terms of the solicitation. Proposals that fail to comply with the terms of the solicitation may be rejected as non-compliant without further evaluation, at the sole discretion of the contracting officer.

17. The Government intends to make an award based on initial offers; however, the Government reserves the right to conduct discussions, if necessary. Offerors are encouraged to submit their best proposal in response to this solicitation.

18. The Government reserves the right to cancel this solicitation at its discretion. If this should occur, the Government will not be liable for proposal preparation costs, or any other costs incurred.

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

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

(END OF CAUTION NOTICE)

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

Contract Clauses

FAR 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services (NOV 2023)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference.

The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

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

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

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

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

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

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

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payment.-

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

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

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

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

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

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

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

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

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount 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.

https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2 https://www.acquisition.gov/far/part-32#FAR_32_608_2 the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C.

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

https://www.acquisition.gov/far/part-52#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

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

Addendum to FAR 52.212-4:

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

Addendum to FAR 52.212-4 (t), System for Award Management Add the following paragraph:

(e) Definitions.

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

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

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

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

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

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

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

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

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

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

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 http://www.sam.gov/

CLAUSE NUMBER TITLE/DATE

FAR 52.204-13 System for Award Management Maintenance (OCT 2018) FAR 52.204-28 Federal Acquisition Supply Chain Security Act Orders – Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts (DEC 2023) FAR 52.204-29 Federal Acquisition Supply Chain Security Act Orders – Representation And Disclosures (DEC 2023) FAR 52.204-30 Federal Acquisition Supply Chain Security Act Orders – Prohibition

(DEC 2023)

FAR 52.227-1 Authorization and Consent (JUN 2020) FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

(JUN 2020)

DFARS 252.204-7000 Disclosure of Information (OCT 2016) DFARS 252.204-7003 Control of Government Personnel Work Product (APR 1992) DFARS 252.225-7995 Contractor Personnel Performing in the United Stated Central Command Area of Responsibility DEV 2017-O0004 (SEPT 2017) DFARS 252.232-7010 Levies on Contract Payments (DEC 2006)

52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use (Apr 2008)

Any contract awarded as a result of this solicitation will be □ DX rated order; ☒ DO rated order certified for national defense, emergency preparedness, and energy program use under the Defense Priorities and Allocations System (DPAS) (15 CFR700), and the Contractor will be required to follow all of the requirements of this regulation. [Contracting Officer check appropriate box.]

52.211-15 Defense Priority and Allocation Requirements (Apr 2008)

This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

FAR 52.211-16 VARIATION IN QUANTITY (APR 1984)

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

(b) The permissible variation shall be limited to:

0 percent increase 0 percent decrease This increase or decrease shall apply to _______ALL ITEMS___________________.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND

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

2025)(DEVIATION 2025-O0004)

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

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

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

115-91).

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

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

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

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

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

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

_X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

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

__X_ (3) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

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

___ (6) [Reserved].

___ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

111-117, section 743 of Div. C.);

___ (8)…