36C25026P0595.pdf

PAGE 1 OF1. 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

541-26-3-5746-0005

36C25026P0595 AWARDED:

EFFECTIVE: 05-01-2026 36C25026Q0363

Thomas Bellamy 317-988-1518

36C250 Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 325 Indianapolis IN 46240

X 100

X

541350

$11.5 Million

N/A

36C541

Department of Veteran Affairs Cleveland VAMC

10701 East Blvd Cleveland OH 44106

36C250

Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 325 Indianapolis IN 46240

8LPQ9

SOUTHCO SERVICES LLC

4282 BELAIR FRONTAGE RD STE 10

AUGUSTA GA 30909

QPAGHJXJLHM9

36C250

Department of Veterans Affairs Financial Management System P O Box 149971 Austin TX 78714-9971

512-242-7300 N/A

See CONTINUATION Page

Annual, Semi-Annual, and 30-Day follow up inspections to include a five (5) year Full Load Test on (19) traction elevators and (13) hydraulic elevators located at the Wade Park VAMC, Cleveland OH.

CO: Thomas Bellamy; Email:thomas.bellamy@va.gov COR: Robert Davis; Email:Robert.Davis6@va.gov

Refer to PO 541C60275 on all invoices.

Base Year: 5-1-2026 - 4-30-2027 Option Year One: 5-1-2027 - 4-30-2028 Option Year Two: 5-1-2028 - 4-30-2029 Option Year Three: 5-1-2029 - 4-30-2030 Option Year Four: 5-1-2030 - 4-30-2031

$12,800.00 See CONTINUATION Page

541-3660162-5746-854100-2543 0100501GB

x x x X

Thomas BellamyGeorge Boone / Managing Member 04/23/2026 04/23/2026

36C25026P0595

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ACCOUNTING AND APPROPRIATION DATA

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...22

C.4 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.6 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023)

(DEVIATION)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.8 VAAR 852.237-75 KEY PERSONNEL (OCT 2019)

C.9 VAAR 852.239-76 INFORMATION AND COMMUNICATION TECHNOLOGY

ACCESSIBILITY (FEB 2023)

C.10 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)..39

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION FEB 2025)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

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: South Co Services LLC

George Boone

706-250-3395 gboone@southcoservices.com

b. GOVERNMENT: Contracting Officer 36C250 Thomas Bellamy

Department of Veterans Affairs

Network Contracting Office 10

8888 Keystone Crossing

Suite 325

Indianapolis IN 46240

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [x]

b. Semi-Annually []

c. Other []

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.

All invoices must be submitted via the Tungsten Network:

https://authentication.tungsten-network.com

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

AMENDMENT NO DATE

STATEMENT OF WORK (SOW)

Elevator Inspections as of 08/12/2025

Contract Number: (completed by the CO at time of award)

Task Order Number: (completed by the CO at time of award if a TO)

IFCAP Tracking Number:

Follow-on to Contract and Task Order Number:

1. Contracting Officer’s Representative (COR):

Name: Robert Davis

Section: Engineering

Address: 10701 East Blvd, Cleveland, OH 44106

Phone Number: 216-791-3800 x62614

Fax Number:

E-Mail Address: Robert.davis6@va.gov

2. Contract Title: Elevator Inspections

3. Background:

The Louis Stokes VA Medical Center, Cleveland, Ohio located at 10701 East Boulevard, Cleveland, Ohio 44106 is a seeking qualified contractor who is QEI-1 Certified to perform on-site Annual, Semi-Annual, and 30-Day Follow-Up Inspection to include a five (5) year Full Load Test on the 19 Traction Elevators and 13 Hydraulic Elevators located at the Wade Park VA Medical Facility.

4. Scope:

Vendor shall provide all labor, materials, equipment, transportation, and supervision necessary to provide Semi-Annual, Annual, 30 Day Follow Up inspections, and Five (5) Year Full- Load Tests, and on the 19 Traction Elevators and 13 Hydraulic Elevators located at the Wade Park VA Medical Facility and Fisher House. Services shall be in accordance with the terms, conditions, provisions, and schedule of the contract. Services shall be for the period of 5/1/2026 through 4/30/2027 with a base plus one (4) option year.

5. Specific Tasks:

5.1. The contractor shall provide all labor, materials, equipment, transportation, lodging, and supervision necessary to perform the required inspections.

5.2. Annual Inspection and No-Load Test must be performed annually.

5.3. A five-year Inspection and Full Load Test must be performed at the time the Annual Test is due in 2030 on all traction and hydraulic elevators.

5.3.1. Full Load Testing may be completed during off-tour hours, at no additional charge to the government, between 5:00pm on a Friday and 8:00am on Monday with prior coordination with COR and elevator maintenance contractor.

5.3.2. The Contractor will be notified in advance by the COR on date and times of the Five-Year Inspection & Test. The five-year inspection and load tests may be performed during or over a weekend or holiday to reduce the impact on the facility.

5.4. Inspections must include, but are not limited to inside of the elevator, elevator machine room, elevator control room, secondary equipment machine room, top of elevator, hoist way, elevator lobbies, and elevator pit.

5.5. All inspections must be conducted in accordance with the ASME A17.1 code year edition the elevator was installed to comply with and ASME A17.2 Inspectors Guide.

5.6. Site visit/inspection must include a review of the existing equipment for safety code compliance, firefighters' service, ADAAG requirements, recommended upgrades, and modernization needs based on long term life expectancy of the current equipment.

5.7. Findings and recommendations must be submitted in the required narrative and included with the inspection report.

5.8. During any inspection which parts must be removed where necessary to determine the exact condition of parts which could not otherwise be determined, and the equipment must be cleaned where necessary to make the proper inspection. All parts must be reinstalled after removal.

5.9. All inspections must be performed in the presence of the elevator maintenance technician currently under contract as the VA elevator preventative maintenance contractor.

5.10. Annual and Semi-Annual inspection must be completed in May and November each year after contract award. Annual inspection will be conducted in May of each year. Follow-up onsite inspections will be conducted 30 days after the deficiency list provided to the elevator maintenance contractor.

5.11. In the event a Traction Elevator and/or a Hydraulic Elevator is added or removed from the above 32 elevators, the inspection price will be adjusted per the contract agreement.

5.12. The following is a list of elevators located in the Louis Stokes, VA Medical Facility. This list also outlines the inspection schedule to be followed for annual and semi-annual inspections.

ELEVATOR INSPECTION INVENTORY & SCHEDULE PM 19442

1 Monday Cares Tower Service 1 CTSE1

Pas s

Fai l Notes

2 Monday Cares Tower Service 2 CTSE2

3 Monday Cares Tower Service 3 CTSE3

4 Monday Cares Tower Patient

1 CTPE1

5 Monday Cares Tower Patient

2 CTPE2

6 Monday Cares Tower Patient

3 CTPE3

7 Tuesday Main Building PE3

8 Tuesday Main Building PE4

9 Tuesday Main Building PE5

0 Tuesday Main Building PE6

1 Tuesday Main Building PE7

2 Tuesday Main Building PE8

Wednesd ay Main Building SE1

Wednesd ay Main Building SE2

Wednesd ay Atrium AE1

Wednesd ay Atrium AE2

Wednesd ay Atrium AE3

8 Thursday Learning Exchange LXE1

9 Thursday Woman's Health WH1

6. Deliverables:

6.1. Within 14 days of elevator inspection, the elevator inspection contractor will provide two (2) copies of the inspection report (1 bounds and 1 unbound) and two (2) electronic CDs of each inspection. One copy is to be delivered to the COR. The other copy is to be mailed directly to the elevator company servicing Wade Park VA Medical Center elevators.

0 Thursday Patient Garage 1 PPGE1

1 Thursday Patient Garage 2 PPGE2

2 Thursday Patient Garage 3 PPGE3

3 Thursday Patient Garage 4 PPGE4

4 Thursday Sky Bridge SWPE1

Heavily used single service car.

Must be performed before 7am or after 5pm

5 Friday SPD Dirty SPD Dirty

0500 -0700 First need to verify no emergency surgery cases are taking place

6 Friday SPD Clean

SPD

Clean

0500 -0700 First need to verify no emergency surgery cases are taking place

7 Friday Warehouse

Warehou se

No machine room access during off hours

8 Friday PALMS LWPE1

9 Friday EMS EMS

No Machine room access during off hours

0 Friday Animal Research ARPE1

1 Friday Fisher House 1 FH1

2 Friday Fisher House 2 FH2

6.2. Each site visit/inspection must include an out brief meeting with the COR to discuss the inspection violations, findings, immediate needs, and necessary corrections.

6.3. The elevator company servicing the Louis Stokes VAMC is to be notified by the elevator inspection contractor that they have 30 days upon receipt of inspection documentation to perform corrective action. A re-inspection will then take place by the elevator inspector after the 30-day limit has been reached. All coordination between the elevator inspection contractor and the elevator maintenance contractor pertaining to the elevator inspections is the sole responsibility of the vendor.

6.4. The elevator inspection contractor may be requested to write additional reports pertaining to the elevator inspection if the elevator maintenance contractor is not cooperative with making the necessary corrections within the prescribed timeframe.

6.5. This contract will provide the contracting officer with an expert in the field of elevators which will act as a third party along with the electric shop as a basis to build a case upon if necessary.

6.6. The Elevator inspection contractor shall submit a site-specific safety plan outlining how inspections and testing will safely be conducted. This safety plan will be submitted to the VA safety department for approval.

7. Performance Monitoring:

The COR may use Direct Observation and/or Periodic Inspections to evaluate outcomes on a periodic basis. Scheduled or unscheduled inspections may be performed daily, weekly, monthly, quarterly, or annually as required. The COR will utilize a QASP plan to monitor this installation and service.

7.1. Acceptable Performance:

The Government shall document positive performance. Any report may become a part of the supporting documentation for any contractual action.

7.2. Unacceptable Performance:

7.2.1. When unacceptable performance occurs, the COR shall inform the contractor. This will normally be in writing unless circumstances necessitate verbal communication. In any case the COR shall document the discussion and place it in the COR file.

7.2.2. When the COR determines formal written communication is required, the COR shall prepare a Contract Discrepancy Report (CDR) and present it to the contractor's program manager.

7.2.3. The contractor shall acknowledge receipt of the CDR in writing. The CDR will specify if the contractor is required to prepare a corrective action plan to document how the contractor should correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receiving receipt the contractor must present this corrective action plan to the COR. The Government shall review the contractor's corrective action plan to determine acceptability.

7.2.4. Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the CO.

8. Check – In Requirements:

The Contractor Service Personnel and/or representative must report to Sterile Processing Services, Wade Park, Room 120, and check in with the Chief, SPS or designee before work begins. Upon completion of work, the Contractor Service Personnel and/or representative must report to the appropriate department Supervisor to brief that Supervisor or designee, concerning completion of service, and then to sign out.

9. Security Requirements:

The C&A requirements do not apply, and a Security Accreditation Package is not required.

9.1. Dedicated personnel will be assigned solely to observe, interact, assist, and assure protection of VA sensitive information. Vendor will not have access to VA Sensitive Information, patient records, or data.

9.2. Contractor employees providing services at VA facilities may undergo a security clearance in the form of a basic background investigation.

10. General Security:

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

11. VA Information Custodial Language:

11.1. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

11.2. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

12. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI):

The VA Northeast Ohio Healthcare System will not furnish parts and/or test equipment for the performance of this contract. It is the responsibility of the contractor to bring the appropriate equipment and/or supplies necessary to complete the work as required per this contract.

13. Other Pertinent Information or Special Considerations: N/A

13.1. Identification of Possible Follow-on Work:

Any additional repair or replacement work required outside this contract will require the contractor to submit a quote to COR and receive an approved PO before beginning work.

13.2. Identification of Potential Conflicts of Interest (COI): None

13.3. Identification of Non-Disclosure Requirements: Not Applicable

13.4. Packaging, Packing and Shipping Instructions: None

13.5. Inspection and Acceptance Criteria:

Contractor will be responsible for meeting timelines listed in this SOW to include monthly inspection, inspection reports, and response to service call.

14. Risk Control:

Work performed within the medical center may present health risks including exposure to illness and infection control. Contractor will take action to recognize and follow warning information throughout the facility.

15. Place of Performance:

Louis Stokes VA Medical Center

10701 East Blvd

Cleveland, Ohio

44106

16. Period of Performance:

Need by date: 5-1-2026

Base Year: 5-1-2026 – 4-30-2027

Option Year One: 5-1-2027 – 4-30-2028

Option Year Two: 5-1-2028 – 4-30-2029

Option Year Three: 5-1-2029 – 4-30-2030

Option Year Four: 5-1-2030 – 4-30-2031

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVIC

ES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1.00 JB $12,800.000000 $12,800.00

Annual, Semi-Annual, and 30-Day Follow-Up Inspections to include a five (5) year Full Load Test on 19 traction elevators and 13 hydraulic elevators located at Wade Park VA Medical Center.

Base Year - Period of Performance: May 1, 2026 - April 30, 2027.

Contract Period: Base POP Begin: 05-01-2026 POP End: 04-30-2027 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H335 - Inspection - Service and Trade Equipment

ACRN: 1 Requisition Number: 541-26-3-5746-0005

Appropriation: 541-3660162-5746-854100 Recurring Maintenance \T\-2543 Recurring Maintenance \T\ R-

0100501GB

$12,800.00

1001 1.00 JB $13,440.000000 $13,440.00

Annual, Semi-Annual, and 30-Day Follow-Up Inspections to include a five (5) year Full Load Test on 19 traction elevators and 13 hydraulic elevators located at Wade Park VA Medical Center.

Option year One - Period of Performance: May 1, 2027 - April

30, 2028.

Contract Period: Option 1 POP Begin: 05-01-2027 POP End: 04-30-2028 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H335 - Inspection - Service and Trade Equipment

2001 1.00 JB $14,080.000000 $14,080.00

Annual, Semi-Annual, and 30-Day Follow-Up Inspections to include a five (5) year Full Load Test on 19 traction elevators and 13 hydraulic elevators located at Wade Park VA Medical Center. Option Year Two - Period of Performance: May 1, 2028

- April 30, 2029.

Contract Period: Option 2 POP Begin: 05-01-2028 POP End: 04-30-2029 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H335 - Inspection - Service and Trade Equipment

3001 1.00 JB $14,720.000000 $14,720.00

Annual, Semi-Annual, and 30-Day Follow-Up Inspections to include a five (5) year Full Load Test on 19 traction elevators and 13 hydraulic elevators located at Wade Park VA Medical Center. Option Year Three - Period of Performance: May 1, 2029 - April 30, 2030.

Contract Period: Option 3 POP Begin: 05-01-2029 POP End: 04-30-2030 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H335 - Inspection - Service and Trade Equipment

4001 1.00 JB $21,760.000000 $21,760.00

Annual, Semi-Annual, and 30-Day Follow-Up Inspections to include a five (5) year Full Load Test on 19 traction elevators and 13 hydraulic elevators located at Wade Park VA Medical Center. Option Year Four - Period of Performance: May 1, 2030

- April 30, 2031.

Contract Period: Option 4 POP Begin: 05-01-2030 POP End: 04-30-2031 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services

PRODUCT/SERVICE CODE: H335 - Inspection - Service and Trade Equipment

GRAND TOTAL $76,800.00

ACCOUNTING AND APPROPRIATION DATA

ACRN APPROPRIATION

REQUISITION

NUMBER AMOUNT

1 541-3660162-5746-854100 Recurring Maintenance \T\-2543 Recurring Maintenance \T\ R-

0100501GB

541-26-3-5746-0005 (P)

$12,800.00

B.3 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION

QUANTIT

Y

DELIVERY

DATE

0001 1.00

1001 1.00

2001 1.00

3001 1.00

4001 1.00

SECTION C - CONTRACT CLAUSES

C.1 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;

(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.

(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 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.

(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.

(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 52.217-8 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.3 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 (66) MONTHS.

(End of Clause)

C.4 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, operation, or use of which involves intelligence activities; involves cryptologic activities related to national security; involves command and control of military forces; involves equipment that is an integral part of a weapon or weapons system; or is critical to the direct fulfillment of military or intelligence missions, but does not include a system that is to be used for routine administrative and business applications (including payroll, finance, logistics, and personnel management applications); or

(2) Is protected at all times by procedures established for information that have been specifically authorized under criteria established by an Executive order or an Act of Congress to be kept classified in the interest of national defense or foreign policy.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Sensitive compartmented information means classified information concerning or derived from intelligence sources, methods, or analytical processes, which is required to be handled within formal access control systems established by the Director of National Intelligence.

Sensitive compartmented information system means a national security system authorized to process or store sensitive compartmented information.

Source means a non-Federal supplier, or potential supplier, of products or services, at any tier.

Subsidiary means an entity in which more than 50 percent of the entity is owned directly by a parent corporation or through another subsidiary of a parent corporation.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

Unmanned aircraft means an aircraft that is operated without the possibility of direct human intervention from within or on the aircraft (49 U.S.C. 44801(11)).

Unmanned aircraft system means an unmanned aircraft and associated elements (including communication links and the components that control the unmanned aircraft) that are required for the operator to operate safely and efficiently in the national airspace system (49 U.S.C.

44801(12)).

(b) Prohibitions on providing or using specific products or services in performance of contract.

Unless a waiver or exception applies, the Contractor is prohibited from providing any products or services to the Government or using in the performance of the contract any of the following:

(1) A covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this…