36C24826Q0726_2.docx

36C24826Q0726

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

516-26-3-5013-0220 36C24826Q0726 06-04-2026 Moneque Rodriguez 813-550-9486 06-12-2026 13:00

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 10,000 Bay Pines Blvd Bay Pines FL 33744 X X 541690 $19 Million NET 30 Days N/A X

MCC: 90D

Department Of Veteran Affairs C.W. Bill Young VA Medical Center 10,000 Bay Pines Blvd.

Bay Pines FL 33744 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) C.W. Bill Young VA Medical Center 10000 Bay Pines Blvd.

Bay Pines FL 33744

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page "See Schedule and Performance Work Statement (PWS) See CONTINUATION Page 516-3660162-5013-850300-2580 0100A2300 X Moneque Rodriguez 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 36C248 Moneque Rodriguez Department of Veterans Affairs Network Contracting Office 8 (NCO 8)

10,000 Bay Pines Blvd Bay Pines FL 33744

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 PERFORMANCE WORK STATEMENT (PWS) MOCK JOINT COMMISSION SURVEY

Bay Pines VA Healthcare System

DATED: 6/1/2026

I. GENERAL

The following terms discuss the requirements of Contractor delivery of Mock Survey Services. A Mock TJC survey and/or Ascellon shall be conducted at C.W. Bill Young VAMC for two new projects. The first project is Major Construction Project 516-005 Building 1 Renovation. This project renovates floors 2-5 of an historic building for PACT compliant primary care. The second project is Minor Construction Project 516-349 Construct Dental Clinic. This project is a brand-new building for Dental Service. This will assist in the continuous process improvement and readiness efforts. The Mock Survey process shall be conducted in accordance with “The Joint Commission, Survey Activity Guide for Health Care Organizations All Accreditation Programs,” dated January 2026 or most current version. These surveys shall focus on frequently cited standards, problematic standards, the high-risk areas of, but not limited to, environment of care, life safety and any topics pertinent and chosen by the facility. The survey process shall identify important organizational, and systems issues related to safety, quality of care, and services and interfaces between such processes.

This single survey shall be a 1-day survey. Bay Pines will be allowed 1 Life Safety consultative for the survey.

Consultants shall use the most recently published TJC Standards, Ascellon standards and other appropriate standards for Hospital, Behavioral Health, Long Term Care, and Home Care.

Each facility shall supply the surveyor with accurate information describing the scope of services provided. The facility shall provide access to those staff members who shall normally be involved in the survey process to allow adequate assessment of standards compliance.

II. OBJECTIVES

a. TJC Standards Compliance including Environment of Care and Life Safety standards.

b. Enhance Continuous Readiness (CR) state.

c. Support concepts of continuous process improvement and High Reliability

d. Enhance staff accreditation survey process knowledge.

e. Increase patient safety.

III. SCOPE

The purpose of this procurement action is to acquire CR services also known as Continuous Readiness standards compliance. The Department of Veterans Affairs (VA) health care facilities have been accredited by TJC for over 35 years. The accreditation process is a complex system of related and interdependent activities which enable the VA to maintain a constant state of regulatory readiness and maintain a safe health care environment. These services shall support Bay Pines (See Section V) facilities to enable a CR program to achieve and continue compliance with TJC standards including but not limited to compliance with TJC Program, Environment of Care, and Life Safety standards.

IV. PERFORMANCE PERIOD: 3 Months

V. LOCATIONS:

Bay Pines VA Healthcare System

C.W. Bill Young VAMC 10000 Bay Pines Blvd Bay Pines, FL 33744

(727) 398-6661

(888) 820-0230 1: Building-1 Major Construction Project 516-005 Renovations. This project renovates floors 2-5 of an historic building for PACT compliant primary care.

2: Minor Construction Project 516-349 Construct Dental Clinic. This project is a brand-new building for Dental Service.

VI. DEFINITIONS:

· Contractor: A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

· Contracting Officer: A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note: The only individual who can legally bind the government.

· Contracting Officer's Representative (COR): An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

· Defective Service: A service output that does not meet the standard of performance associated with the Performance Work Statement.

· Deliverable: Anything that can be physically delivered but may include non-manufactured things such as meeting minutes or reports.

· Physical Security: Actions that prevent the loss or damage of Government property.

· Quality Assurance: The government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

· Quality Assurance Surveillance Plan (QASP): An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

· Quality Control: All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

VII. ACRONYMS:

· CO - Contracting Officer

· COR - Contracting Officer Representative

· FAR - Federal Acquisition Regulation

· HIPAA - Health Insurance Portability and Accountability Act of 1996

· POC - Point of Contact

· PWS - Performance Work Statement

· QA - Quality Assurance

· QAP - Quality Assurance Plan

· QASP - Quality Assurance Surveillance Plan

· QC - Quality Control

· QCP - Quality Control Program

· TJC - The Joint Commission

· VA - Department Of Veterans Affairs

· VHA - Veterans Health Administration

· VISN - Veteran Integrated Service Network

VIII. CONSULTANT QUALIFICATIONS

a. The Contractor and their Consultants shall possess knowledge of TJC standards, Ascellon standards, and VHA regulations which apply to accreditation bodies.

b. The Consultant shall have experience, education, and knowledge of Life Safety processes.

c. The Consultant shall have a minimum of three years of surveying experience.

d. Consultants shall use the most recently published TJC standards, Ascellon standards and other appropriate standards for Long Term, Care, Behavioral Health, and Home Care.

e. The consultant shall possess the appropriate qualifications of surveyor and consultant experience to include Admin/Life Safety Specialist with previous experience serving as TJC surveyors/consultants and credentials for conducting the surveys. They shall have surveyor/consultant experience and be knowledgeable of the unique challenges faced by VA Medical Centers. The Consultants’ expertise in Ascellon, Hospital, Behavioral Health, and Life Safety and is required. Previous VA experience is preferred. No substitution in surveyors will be permitted without first consulting with the VA contracting officer. If contractors’ performance is less than satisfactory, the VA reserves the right to request a substitute contractor at no additional cost to the VA.

IX. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

a. Surveys shall be conducted in accordance with “The Joint Commission, Survey Activity Guide for Health Care Organizations All Accreditation Programs,” dated January 2026, or the most current version.

b. Mock Survey shall consist of a 1-day survey as specified by the facility.

c. Date of the survey shall be as directed by the facility.

d. The survey shall be coordinated with the designated point of contact at the facility.

e. The survey schedule for the facility and any changes shall be provided to the COR in advance.

f. The facility shall supply the surveyor with accurate information describing the scope of services provided by the facility.

g. The surveyor shall inform the facility’s designated point of contact of the activity they will be conducting for the survey.

h. The facility shall provide access to those staff members who shall normally be involved in the survey process to allow adequate assessment of standards compliance.

i. For survey, the surveyor will schedule a kick-off meeting with organizational participants which shall be scheduled for a 30-minutes period The surveyor shall summarize the upcoming day’s events and communicate observations according to the standards or areas that may or may not lead to possible findings.

j. For the survey, during scheduled Exit Brief the surveyor shall conduct Special Issue Resolution.

k. The survey shall include an exit briefing.

l. After the facility survey is completed, the surveyor shall schedule an exit conference with the Facility Director and other leadership staff to discuss findings and trends.

m. The survey shall include an Exit Brief lasting 60 minutes to discuss the survey findings report.

n. The Government will provide Joint Commission Standards policies and results of previous survey reports.

o. The Contractor shall submit a written report by TJC standard and/or Ascellon within fifteen (15) working days after the site visit. The report shall cite the specific standard of noncompliance, a narrative assessment of noncompliance and specific recommendations for compliance. Any findings that may result in a finding of noncompliance must be clearly identified in the report, along with a recommendation on how best to resolve it. Findings of noncompliance and partial compliance shall be identified in the report. The report shall be submitted in an electronic format in Microsoft Word simultaneously to the Medical Center Director, and the surveyed VISN Quality Management Officer team.

p. The Contractor shall conduct survey business at the facility between the hours of 7:00AM and 5:00PM the day of the scheduled survey. This excludes federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government-directed facility closings.

All employees of the Contractor shall not be considered VA employees. Survey Team member working on VA property shall be subject to the same rules and regulations as all contracted employees.

The Contractor must maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. VA Staff will issue a temporary ID badge to the contracted Surveyor, who will properly display the badge while working onsite. The VA reserves the right to refuse any Surveyor access to the VA property for any or no reason.

The Contractor shall not release, publish, or disclose sensitive information to unauthorized personnel, and shall protect such information in accordance with provisions of 18 U.S.C. 641 (Criminal Code; Public Money, Property or Records) and any other pertinent laws and regulations governing the confidentiality of sensitive information.

X. CONFLICT OF INTEREST

A conflict of interest is defined as the existence of financial or other relationship between the Contractor, (including any of the employees, agents, subcontractors, or representatives) and a party involved under this contract. The Contractor shall promptly notify the presiding official whenever there is a potential or actual conflict of interest between the Contractor and such party. If a potential or actual conflict of interest is reported by the Contractor, the CO reserves the right to have the have the Contractor supply another qualified candidate from their agency to serve as a backup or fill-in replacement surveyor and the Contractor shall bear the full cost of replacing the contracted representative.

XI. QUALITY ASSURANCE SURVEILLANCE PLAN

Determining Performance

Government shall use the monitoring methods cited below to determine whether the performance standards/service levels/AQLs have been met. If the contractor has not met the minimum requirements, it may be asked to develop a corrective action plan to show how and by what date it intends to bring performance up to the required levels.

Reporting

At the end of the survey the Designated Point of Contact will prepare a written report for the Bay Pines COR and CO summarizing the overall results of the quality assurance surveillance of the contractor’s performance. This written report, which includes the contractor’s final exit brief and will become part of the QA documentation. This will enable the VA to demonstrate whether the contractor is meeting the stated objectives and/or performance standards including cost/technical/scheduling objectives.

Reviews and Resolution

The Bay Pines COR may require the contractor’s project manager, or a designated alternate, to meet with the Bay Pines COR and Designated Point of Contact to discuss performance evaluation for the Contractor, due to the length of each survey. The Contractor performance evaluation will then be provided to the Contracting Officer for inclusion in the CO file.

Contract Oversight

The Bay Pines COR (subject to CO approval), will be responsible for verifying contract compliance. The Bay Pines COR will designate appropriate VA personnel to assist in monitoring services rendered through one or a combination of the following mechanisms:

a. Facilities Designated Point of Contacts will monitor Contractor Performance to ensure that services ordered have been rendered in a timely manner. Any incidents of Contractor noncompliance as evidenced by the monitoring procedures will be forwarded to the Bay Pines COR and administering CO for performance evaluation consideration.

b. Facility Designated Point of Contacts shall provide a written statement at the completion of each survey to the Bay Pines COR to include a summary of contractor actions and a statement that all requirements of the contract have been fulfilled as agreed. This summary evaluation will be submitted within 10 days of the completion of a facility survey.

c. Documentation of services performed will be reviewed prior to certifying payment. Bay Pines COR contract monitoring, and recordkeeping procedures will be sufficient to ensure proper payment and allow audit verification that services were provided.

XII. Performance Standards

The chart below outlines performance objective, standards, quality levels, and surveillance methods that serve as a basic rubric for Contractor Performance evaluation under this contract. Confirmation of these delinquent performances will be made known to the Contractor immediately upon discovery.

of weakness identified

XIII. SECURITY REQUIREMENTS

a. The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract. The position sensitivity for this effort has been designated as LOW.

b. A National Business Associate Agreement (BAA) is required for this contract when awarded.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

PROVIDE ALL PARTS, LABOR, EQUIPMENT, TOOLS, SERVICE, AND SUPERVISION TO PERFORM A MOCK LIFE SAFETY JOINT COMMISSION SURVEY AT THE BAY PINES VA MEDICAL CENTER IN ACCORDANCE WITH THE PERFORMANCE WORK STATEMENT Contract Period: Base POP Begin: 06-15-2026 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541690 - Other Scientific and Technical Consulting Services PRODUCT/SERVICE CODE: R408 - Support - Professional: Program Management/Support

MANUFACTURER PART NUMBER (MPN): N/A

B.4 DELIVERY SCHEDULE

10000 Bay Pines Blvd Bay Pines, FL 33744 United States

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 OCT 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 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION APR 2026) (a)Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of Clause)

C.3 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. This type of FASCSA order may be referred to as a Department of Homeland Security (DHS) FASCSA order.

(2) The Secretary of Defense may issue FASCSA orders that apply to the Department of Defense (DoD) and national security systems other than sensitive compartmented information systems. This type of FASCSA order may be referred to as a DoD FASCSA order.

(3) The Director of National Intelligence (DNI) may issue FASCSA orders that apply to the intelligence community and sensitive compartmented information systems, to the extent not covered by paragraph (2) of this definition. This type of FASCSA order may be referred to as a DNI FASCSA order.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

Intelligence community, as defined by 50 U.S.C. 3003(4), means the following—

(1) The Office of the Director of National Intelligence;

(2) The Central Intelligence Agency;

(3) The National Security Agency;

(4) The Defense Intelligence Agency;

(5) The National Geospatial-Intelligence Agency;

(6) The National Reconnaissance Office;

(7) Other offices within the Department of Defense for the collection of specialized national intelligence through reconnaissance programs;

(8) The intelligence elements of the Army, the Navy, the Air Force, the Marine Corps, the Coast Guard, the Federal Bureau of Investigation, the Drug Enforcement Administration, and the Department of Energy;

(9) The Bureau of Intelligence and Research of the Department of State;

(10) The Office of Intelligence and Analysis of the Department of the Treasury;

(11) The Office of Intelligence and Analysis of the Department of Homeland Security; or

(12) Such other elements of any department or agency as may be designated by the President, or designated jointly by the Director of National Intelligence and the head of the department or agency concerned, as an element of the intelligence community.

Interconnection arrangement means arrangements governing the physical connection of two or more networks to allow the use of another’s network to hand off traffic where it is ultimately delivered (e.g., connecting a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Kaspersky Lab-covered article means any hardware, software, or service that—

(1) Is developed or provided by a Kaspersky Lab-covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a Kaspersky Lab-covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a Kaspersky Lab-covered entity.

Kaspersky Lab-covered entity means—

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab, including any change in name, e.g., “Kaspersky”;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

National security system, as defined in 44 U.S.C. 3552, means any information system (including any telecommunications system) used or operated by an agency or by a contractor of an agency, or other organization on behalf of an agency—

(1) The function,…