36C24226Q0174_1.docx

36C24226Q0174

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

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

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24226Q0174 12-08-2025 Tiffany Vazquez-Simon 914-737-4400 12-17-2025 12:00

EST

36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 X X 541350 $11.5 Million N/A X

VA NEW JERSEY HEALTHCARE SYSTEM

EAST ORANGE CAMPUS

LYONS CAMPUS

385 TREMONT AVE

EAST ORANGE NJ 07018

36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

See CONTINUATION Page Medical Gas Inspection Services at the VA New Jersey HCS East Orange VAMC and Lyons VAMC.

Please see Section B.2 Statement of Work for additional information.

THIS IS A TOTAL SDVOSB SET-ASIDE.

PERIOD OF PERFORMANCE: 02/01/26 - 01/31/26, with the provision for 4 option years.

Offers are due by 12:00pm ET on 12/17/2025.

Questions are due by 12:00pm ET 12/10/2025.

POC: Tiffany Vazquez-Simon tiffany.vazquez-simon@va.gov

See section 52.212-2 Evaluation-Commercial Products and Commercial Services See section E.1 FAR 52.212-1 Instructions to Offers Offerors See CONTINUATION Page X X X Natalie Acevedo Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Natalie Acevedo Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

NJHCS Medical Gas Systems

A. Overview: The New Jersey Healthcare System at Lyons and East Orange campuses has a requirement for preventive maintenance on their medical gas systems. We are currently seeking a full service and preventative maintenance contract for both campuses. The contractor shall perform annual preventative maintenance (PM) services on each piece of equipment outlined in this scope of work.

B. Scope: The contractor shall provide all labor, materials, and equipment necessary for a full preventive maintenance program. PM shall include annual inspection and testing of the equipment. It shall also include evaluation of the medical gas system in accordance with NFPA 99, VA specifications and the terms within this statement of work. Maintenance of Dental and Medical air compressors and Dental vacuum pumps ARE NOT included in this contract.

C. Period of Performance (POP): The period of performance for this contract will include a base year plus four option years. Note: the government has the option to not exercise the option years. (POP to be finalized at time of award)

a. The contractor shall provide annual inspection services in February.

D. Hours of Work: All work must be performed Monday through Friday during the hours of 8:00 AM to 4:30 PM; except for the Operating Room and Recovery Rooms, which will be done at night or on weekends as scheduled and approved by the COR. No work shall be performed on Saturdays, Sundays, and Holidays unless otherwise stated and approved by the COR.

E. Reports: The contractor will provide a copy of service report to the COR. The report will include a list of all preventive maintenance checks completed, as well as identified problems and/or deficiencies found. The contractor will provide two inspection reports to the COR following completion of evaluation. The inspection documents will include, as a minimum, test parameters consisting of terminal performance, valve testing, cross connections, alarm testing, leak detection, equipment evaluation, contaminant, particulate and dewpoint testing. The service reports must be signed by both the service provider and the COR at completion of work. An electronic version of same shall be sent to the COR.

F. PM Procedures: The contractor shall evaluate each existing oxygen, medical compressed air, vacuum, and nitrous oxide systems. Sizing, flow, leaks, accessible piping, terminal performance, compressor or source configuration, valves, gauges, warning systems and alarms, back-up systems, vents, and contamination for compliance with current NFPA 99 specification and requirements.

Contractor employees shall be ASSE 6040 certified to perform maintenance and ASSE 6030 certified for inspection and testing. Minor repairs will be done while on station, more difficult repairs or those needing additional parts a quote will be provided for those deficiencies.

(Exception: There will be a system leak check using system gases and operational pressures done by the contractor where needed, tanks of appropriate gases will be used to facilitate testing.)

The system check will include originating equipment, patient rooms, clinic rooms, operating rooms (see Hours of Work), emergency rooms, and any room that contains outlets which are a part of the system. The unique inventory of outlets will be provided.

Terminals: Terminal screws, front and back body O-rings, locking mechanism adjustment, lubrication, cleaning, flow/pressure measurement and locking mechanism verification.

Valves: Rebuild leaking valves (ball type), cleaning and leaking inspection.

Alarms: Contractor will provide lamp replacement, high- and low-pressure alarm calibration, cleaning and accuracy verification. Pro Flo Vacuum Enzyme Solution Injected to Aid SCFM Performance: Pro Flo enzyme solution will be injected into vacuum systems terminals, ringed and verified to maintain maximum SCFM with minimums of 3.0 SCFM required by NFPA, JCAHO Standards.

G. Repair Procedures: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection.

H. Place of Performance:

1. East Orange 385 Tremont Ave E Orange, NJ 07018 Upon arrival the contractor will report to Plumbing Shop Foreman, Bldg. 1, Room B-102, Ext. 3365. The contractor is required to sign out before leaving the facility to provide reports as required.

2. Lyons Campus 151 Knollcroft Lyons, NJ 07939 Upon arrival the contractor will report to M&R Shop Foreman, Bldg. 15, Ext. 4280. The contractor is required to sign out before leaving the facility in order to provide reports as required.

I. Equipment List:

1. Equipment List for East Orange Location:

Description of system outlets inlets Bldg. 1 - One (1)16 stories high Central Oxygen System, approximately 425 oxygen outlets distributed throughout the building.

Bldg. 1 - Two (2) Central Vacuum Systems each consisting of two Nash water-displacement vacuum pumps. located within Bldg. 1, C-Level and serving 14 stories.

Approximately 520 inlets distributed throughout the building.

Bldg. 1 – One (1) Dental Service vacuum system consisting of duplex compressors. Approximately 20 inlets

Bldg. 1 – One (1) central medical compressed air system consisting of Approximately 250 outlets duplex compressors

Bldg. 1 – One (1) Dental Service compressed air system with duplex Approximately 30 outlets compressors

Bldg. 1 – One (1) Central Nitrous Oxide distribution system service the Surgical Approximately 21 outlets Suite and Dental Clinic

Bldg. 1 – One (1) Central Carbon Dioxide distribution system service the Surgical Approximately 6 outlets (one in each OR) Suite

Bldg. 1 – One (1) Central Nitrogen distribution system service the Surgical Approximately 6 outlets (one in each OR) Suite

Bldg. 1, B-Level – One (1) Central Emergency Oxygen manifold system with six (6) Type-H cylinders

2. Equipment List for Lyons Location:

Outlets total by type Oxygen Air Vacuum Total Outlets 167 70 82 319

Equipment List: Outlets

ALARMS Location Manufacturer

Master Alarm Location Building 3 1st Floor Building 7 2nd Floor Building 1 CDC Police Building 15 Maintenance Office Building 14 Boiler room

J. Contract Type: Firm Fixed Price.

K. VA Sensitive Information / IT Systems: Access to a VA system or VA sensitive information is not required. The C&A requirements do not apply, and a Security Accreditation Package is not required.

L. Contract POC

a. Contract Specialist – Tiffany Vazquez-Simon tiffany.vazquez-simon@va.gov

b. Contracting Officer – Natalie Acevedo Natalie.acevedo@va.gov

c. COR East Orange - TBD

d. COR Lyons - TBD

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Annual Inspections and Maintenance on Medical Gas System and Components - East Orange Contract Period: Base POP Begin: 02-01-2026 POP End: 01-31-2027 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - Lyons Contract Period: Base POP Begin: 02-01-2026 POP End: 01-31-2027

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Hourly Labor Rate for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Base POP Begin: 02-01-2026 POP End: 01-31-2027

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

As Needed, For Parts and Materials for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Base POP Begin: 02-01-2026 POP End: 01-31-2027

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - East Orange Contract Period: Option 1 POP Begin: 02-01-2027 POP End: 01-31-2028

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - Lyons Contract Period: Option 1 POP Begin: 02-01-2027 POP End: 01-31-2028

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Hourly Labor Rate for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 1 POP Begin: 02-01-2027 POP End: 01-31-2028

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

As Needed, For Parts and Materials for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 1 POP Begin: 02-01-2027 POP End: 01-31-2028

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - East Orange Contract Period: Option 2 POP Begin: 02-01-2028 POP End: 01-31-2029

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - Lyons Contract Period: Option 2 POP Begin: 02-01-2028 POP End: 01-31-2029

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Hourly Labor Rate for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 2 POP Begin: 02-01-2028 POP End: 01-31-2029

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

As Needed, For Parts and Materials for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 2 POP Begin: 02-01-2028 POP End: 01-31-2029

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - East Orange Contract Period: Option 3 POP Begin: 02-01-2029 POP End: 01-31-2030

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - Lyons Contract Period: Option 3 POP Begin: 02-01-2029 POP End: 01-31-2030

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Hourly Labor Rate for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 3 POP Begin: 02-01-2029 POP End: 01-31-2030

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

As Needed, For Parts and Materials for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 3 POP Begin: 02-01-2029 POP End: 01-31-2030

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - East Orange Contract Period: Option 4 POP Begin: 02-01-2030 POP End: 01-31-2031

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Annual Inspections and Maintenance on Medical Gas System and Components - Lyons Contract Period: Option 4 POP Begin: 02-01-2030 POP End: 01-31-2031

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Hourly Labor Rate for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 4 POP Begin: 02-01-2030 POP End: 01-31-2031

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

As Needed, For Parts and Materials for Unscheduled Repair Services

(NOTE: All repairs are unscheduled and a quote must be approved before performing any repairs found during the annual inspection) Contract Period: Option 4 POP Begin: 02-01-2030 POP End: 01-31-2031

PRODUCT/SERVICE CODE: H165 - Quality Control - Medical, Dental, and Veterinary Equipment and Supplies

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION NOV 2025)

52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

As prescribed in 12.205(b)(3), insert the following clause:

TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION NOV 2025)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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.

(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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

(o) Warranty. The Contractor warrants and implies that the items delivered under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(u) 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.

(End of clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_252_1 http://www.va.gov/oal/library/vaar/index.asp

(End of Clause)

52.204-13 52.209-6

SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT, OR VOLUNTARILY EXCLUDED

OCT 2018

JAN 2025

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years and six (6) months.

(End of Clause)

C.5 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405–5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405–5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause— [X] By the end of the base term of the contract and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(1) In a joint venture comprised of a small business protégé and its mentor approved by the Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

(End of Clause)

C.6 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— American Security Drone Act-covered foreign entity means an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

FASC-prohibited unmanned aircraft system means an unmanned aircraft system manufactured or assembled by an American Security Drone Act—covered foreign entity.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply Chain Security Act (FASCSA) requiring removing covered articles from executive agency information systems or excluding one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201-1.303(d) and (e):

(1) The Secretary of Homeland Security may issue FASCSA orders that apply to civilian agencies, to the extent not covered by paragraph (2) or (3) of this definition.