36C25627Q0015

GENERAL INFORMATION

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

POINT OF CONTACT*

FELICIA LOVELADY

FELICIA.LOVELADY@VA.GOV

PLACE OF PERFORMANCE

MICHAEL E DEBAKEY VAMC

2002 HOLCOMBE BLVD

HOUSTON TX

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

DESCRIPTION

Combined Synopsis/Solicitation Notice

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 36C256

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

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:

36C25627Q0015

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B.2 Performance Work Statement

1.0. Introduction.

1.1. The Government requires contractor to provide SOES endoscopic equipment services in support of the Michael E. DeBakey VA Medical Center (MEDVAMC), Operative Care Line.

2.0. Description / Scope / Objective.

2.1 Contractor must provide all labor, supervision and other items and services necessary to perform the work as defined in this Performance Work Statement.

2.2 Through their full-service program, contractor will supply Surgical Operational Efficiency Specialist (SOES) to support minimally invasive surgical (MIS) procedures and the reprocessing of MIS-related instruments for locations within MEDVAMC including the Main Operating Room, Urology Clinic, ENT Clinic, Speech Pathology, Anesthesia, Cardiology Cath Lab, Pulmonary Bronch Lab, and the Sterile Processing Department at MEDVAMC. This workload is estimated at 12,500 cases annually, exclusive of all parts which are limited to Stryker and its authorized distributors.

3.0. Applicable Documents.

3.1. The following laws, regulations, policies, and procedures in effect on date of contract issuance and all subsequent changes or updates apply:

3.2. Glossary. Acronyms used in this PWS are listed below for easy reference:

4.0. Performance Requirements.

4.1 Contractor SOES shall coordinate the repairs and exchange of equipment covered under this contract that is not manufactured by them.

4.1.1 MEDVAMC shall maintain financial responsibility with other vendors for payment of the repairs and exchange.

4.1.2 In the event MEDVAMC surgical volume changes, contractor shall modify technical support resources (SOES refers to staffing only) as needed to adequately service the MEDVAMC without intervention required by MEDVAMC or change in the agreed upon fee-per-case.

4.2. Contractor SOES shall be knowledgeable and capable of utilizing computers to include: data entry, use of Microsoft Office, Vista, and be capable of learning and or knowledgeable of other applicable software as needed by MEDVAMC or recommended by contractor (for approval by MEDVAMC) to perform the duties specified herein.

4.2.1 Contractor SOES shall be cross-trained allowing them to support all instrument processes and support functions including the OR and SPS departments.

4.3. Contractor shall organize and processes equipment in areas specified by MEDVAMC. SOES shall be able to lift up to 35 lbs. This includes palletizing of equipment and transporting items as needed by MEDVAMC.

4.4. SOES shall have excellent organizational skills: inventory organization of all equipment within rooms as indicated and required by MEDVAMC to maintain proper reporting and record keeping of all inventory.

4.5. SOES shall advise MEDVAMC with ways or methods to achieve and improve inventory control management and organization of all related equipment.

4.5.3 SOES shall implement practices that will result in a reduced repair frequency.

4.5.4 SOES shall provide reusable device options that will reduce supply costs.

4.6. SOES shall receive and process damaged or excess equipment as well as keep inventory as specified.

4.6.1 SOES will provide name brand on-site backup product for the immediate exchange of high frequency instruments to decrease repair/exchange delays and improve set availability.

4.7. Maintenance: SOES shall facilitate the maintenance of any and all calibrations, certifications, repairs, parts, services for devices covered under this contract.

4.7.1. SOES shall diagnose and correct equipment malfunctions. Repairs shall not be limited to failed components or system returning to full operational capacity. Repair service shall also include exchanging scopes, adjusting, replacing parts, or sending to applicable OEM for overhaul repair.

4.7.2. All shipping shall be facilitated by the contractor SOES; however, shipping costs remain the responsibility of the applicable OEM.

4.7.2.2 Contractor SOES shall maintain and share a repair exchange log with key stakeholders providing full repair transparency and real-time status updates.

4.7.3. If available, loaners shall be provided for select OEM equipment.

4.7.3.1 SOES will coordinate the request for loaners of brand name equipment.

4.7.3.2 Electromechanical devices will be checked as needed by MEDVAMC biomed.

4.7.4 Preventive Maintenance (PM) inspections shall be provided as needed during the contract period. SOES shall perform preventive maintenance to correct any equipment or instrumentation malfunctions and assure that the equipment meets manufacturer’s factory specifications. This PM inspection shall be completed anytime a scope is sent in for repair and monthly for all laparoscopic equipment.

4.7.4.1 Preventative maintenance will occur during the assembly process for every set assembled by SOES per the IFU of the applicable OEM.

4.7.4.2. PM’s shall include mechanical adjustments, part replacement and minor repair. All replacement parts furnished shall be new or factory re-built and equal to or exceeding the manufacturer’s authorized parts specifications. All parts used must be compatible and approved for current sterilization methods.

4.8 SOES shall maintain SOES training and provide training for MEDVAMC staff.

4.9. Other SOES responsibilities include: Expert video / equipment maintenance, inspection, function and supply checks, transport and set up to enhance video / equipment on-time availability and preparedness for quick OR turn-over, OR assignment changes and at peak surgical volumes.

4.9.1 SOES shall provide rapid response for inter-operative technical support for video/equipment operation and troubleshooting to reduce delays due to common function / setting adjustments, potential malfunctions or user error and technical support events to provide education to staff.

4.9.2. SOES shall provide proactive proper care and handling, transport, storage, reprocessing and sterilization process / practice guidance and video / equipment, endoscopic and instrumentation inspection, testing, preventive maintenance, and minor repair duties.

4.9.3. SOES shall ensure video / equipment, endoscopes and instrumentation are efficiently managed and properly maintained to achieve standard of care and patient safety priorities, operational efficiency goals, and asset longevity, minimizing damage risks / events and reducing repair / replacement expenses.

4.9.4 SOES shall provide 24/7 support, being on-site during peak times and offering on-call support for night and weekend coverage.

4.9.5 SOES shall leverage mobile technology to manage room setup preferences to decrease room delays and improve surgeon and staff satisfaction.

4.9.6 SOES will support all minimally invasive surgical (MIS) procedures and the reprocessing of MIS-related instruments for locations within MEDVAMC including the Main Operating Room and Urology Clinic.

4.10. SOES shall provide all inspection, testing, preventive maintenance, and minor repair (sharpening, dent removal, straightening, lubrication, polishing distal window, insulation testing) services including related supplies and minor replacement parts at no additional cost. Reports are routinely provided to indicate savings achieved through the program, education and training of staff, process improvements and damage frequency.

4.11. SOES are prohibited from performing or participating in direct patient contact, opening of sterile supplies, handling of any prescription or non-prescription medication for any purpose, advising staff or surgeons on the use of any medical devices in a medical procedure and sterilizing any instrument or device or validating the sterility of any instrument or device.

4.11.1 SOES is prohibited from initiating the sterilization process.

4.12. SOES will work closely with MEDVAMC BioMed Department to ensure all equipment is maintained in the OR and clinical areas containing equipment covered in this agreement.

5.0. Performance Location and Hours.

5.1. Primary place of performance is the Michael E. DeBakey VA Medical Center, 2002 Holcombe Blvd. Houston TX, 77030. Working spaces will be provided by MEDVAMC.

5.2. MEDVAMC normal duty hours are from Monday through Friday 7:00 AM – 4:30 PM

5.3. Contractor SOES may be requested to perform outside of normal duty hours or on Federal Holidays depending on workload and demand of MEDVAMC’s schedule.

5.4. MEDVAMC estimate for this work will require a level of effort approximately equal to 640 hours per week.

6.0. Deliverables.

6.2. SOES shall provide certification in the form of technical documentation, original invoice, or service documentation that the quality of updates and upgrades is sufficient to guarantee continued performance and operation of the system listed in this contract.

6.3. SOES shall maintain certification / repair worksheets on each piece of equipment.

7.0. Key Personnel Replacement and Substitution as applicable.

7.1. Requests for approval of substitutions shall be in writing and shall provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request shall contain any other information requested or required by the Contracting Officer to approve or disapprove the request. The Contracting Officer or his/her authorized representative shall evaluate such requests and promptly notify the contractor in writing whether the proposed substitution is acceptable.

7.2. If the Contracting Officer determines that, (1) suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming, or (2) the resultant substitution would be so substantial as to impair the successful completion of the contract or the delivery order in accordance with the proposal accepted by MEDVAMC at time of contract award, the Contracting Officer may, (1) terminate the contract for default or for the convenience of MEDVAMC, as appropriate, or (2) at his discretion, if he finds the SOES at fault for the condition, equitably adjust the contract price downward to compensate MEDVAMC for any resultant delay, loss or damage.

8.0. SOES and Management as applicable.

8.1 Contractor shall be responsible for employing technically qualified SOES to perform the work specified in this PWS. Contractor shall maintain the personnel, organization and administrative control necessary to ensure that the work delivered meets the contract specifications and requirements.

8.2 Contractor Badges. Notwithstanding the requirement to wear a MEDVAMC furnished badge, SOES shall also wear a laminated VENDOR identification badge at all times when performing services under this Contract, including when on MEDVAMC directed travel the badge will contain a personal picture and the SOES’s name. Badges shall be worn on the outer garment attached to the outer shirt or jacket pocket by a button or clip or worn around the neck secured by an appropriate identification card lanyard.

8.3. All SOES attending meetings, answering MEDVAMC telephones, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public or Congress that they are MEDVAMC officials. They must also ensure that all documents or reports produced by SOES are suitably marked as VENDOR products or that VENDOR involvement is appropriately disclosed.

8.4. Safety/Security Requirements. SOES shall comply with all applicable federal, state and local laws and ensure performance is secure while protecting material, equipment, and supplies from damage and loss. MEDVAMC security personnel shall have the express right to inspect for security violations at any time during the term of the contract.

8.5. All information generated in performance of this contract becomes property of MEDVAMC and must be surrendered upon request and/or completion of the contract. Contractor must protect against the destruction and/or misplacement of all information produced under this contract, unless directed under local policy to destroy. This includes both hard and soft copies of data.

8.6. SOES shall not release any information (including photographs, files, public announcements, statements, denials, or confirmations) on any part of the subject matter of this contract or any phase of any program hereunder without the prior written approval of the COR.

8.7. Standards of conduct.

8.7.1. Conduct of Personnel. SOES shall conduct themselves in a professional manner (i.e. timeliness, communication; spoken and written etc.). The Contracting Officer may require the SOES to be removed from the job site if found working under this contract for reasons of suspected misconduct, a suspected security breach, or suspected to be under the influence of alcohol, drugs, or any other incapacitating agent. SOES shall be subject to dismissal from the premises upon determination by the Contracting Officer that such action is necessary in the interests of MEDVAMC. The hospital director or designated representative has the authority to bar individuals from MEDVAMC. The removal from the job site or dismissal from the premises shall not relieve contractor of the requirement to provide sufficient personnel to perform the services as required by this performance work statement. MEDVAMC shall not reimburse for travel and other expenses associated with the removal of personnel.

8.7.2. SOES are not authorized to carry or possess personal weapons to include, but not limited to, firearms and knives with a blade length in excess of three inches, while assigned under this contract.

8.7.3. Working Attire and Appearance. SOES shall present a professional appearance commensurate with standards delineated for MEDVAMC civilian personnel acting in similar capacities.

8.7.4 MEDVAMC reserves the right to review SOES qualifications. Upon request, resumes shall be provided to the Contracting Officer prior to clearance approval, for review and acceptance by the COR. The intent is verification purpose and not for MEDVAMC to become the hiring authority.

9. TRAVEL: Not Applicable

10. NON-PERSONAL SERVICE STATEMENT

10.1. SOES performing services under this order will be controlled, directed, and supervised at all times by management personnel of VENDOR . VENDOR management will ensure that SOES properly comply with the performance work standards outlined in the PWS. SOES will perform their duties independent of, and without the supervision of, any MEDVAMC official. The tasks, duties, and responsibilities set forth in the contract may not be interpreted or implemented in any manner that results in any VENDOR employee creating or modifying Federal policy, obligating the appropriated funds of the United States Government, overseeing the work of Federal employees, providing direct personal services to any Federal employee, or otherwise violating the prohibitions set forth in Parts 7.5 and 37.1 of the Federal Acquisition Regulation (FAR). MEDVAMC will control access to the facility and will perform the inspection and acceptance of the completed work.

11. PERSONNEL QUALIFICATIONS

11.1. VENDOR shall be responsible for employing technically qualified personnel to perform the work specified in this PWS. VENDOR shall maintain the personnel, organization, and administrative control necessary to ensure that the work delivered meets the contract specifications and requirements. MEDVAMC reserves the right, during the life of the resulting contract, to request work histories on any VENDER SOES for the purpose of verifying compliance with the above requirements. SOES assigned to, or utilized by, VENDOR in performance of work shall be fully capable of performing the requirements contained in the PWS in an efficient, reliable, and professional manner.

11.2. All work shall be completed by VENDER SOES in accordance with all applicable Federal, State, Local, and industry: standards, laws, policies, procedures, codes, and any other applicable governing body for the proper performance of all equipment per manufactures specifications/calibrations.

VENDOR is to have proven access to applicable original equipment manufacturers (OEM) parts and manuals, which must be available on site to perform the services. All work is to be performed in accordance with the guidelines established by, State and local ordinances, with Manufacturer’s Manual and Quality Control Manual, and with all terms, conditions, provisions, schedules, and Specifications provided herein.

11.2.1. Manufacturer trained and certified.

11.2.2. Have a strong knowledge of Medical Terminology, Surgical Procedures, and the reprocessing of Reusable Medical Equipment.

11.2.3 Specialized Experience: VENDOR shall provide evidence of factory training for each SOES. VENDOR shall provide technical guidance, education and customer support to the Operating Room, Sterile Processing Department and Biomedical personnel; ensure adherence to management, administrative, operational, and safety requirements of the DOL standard operating procedures. VENDER SOES shall ensure that the equipment and instrumentation functions in conformance with manufacturer specifications.

11.3. Be authorized to work in the U.S.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Year 1 Surgical Operational Efficiency Specialists POP Begin: 11-01-2026 POP End: 10-31-2027 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies LOCAL STOCK NUMBER: na

Year 1 Surgical Operational Efficiency Specialists Contract Period: Option 1 POP Begin: 11-01-2027 POP End: 10-31-2028 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Year 1 Surgical Operational Efficiency Specialists Contract Period: Option 2 POP Begin: 11-01-2028 POP End: 10-31-2029 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

SECTION C - CONTRACT CLAUSES

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

(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 52.217-8 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 5 days of expiration.

(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 5 days of expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause) C.4 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (NOV 2025) (DEVIATION)

(a) During the term of this contract, the Contractor must post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).

(1) Physical posting of the employee notice must be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor must also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's Web site that contains the full text of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers."

(b) This required employee notice, printed by the Department of Labor, may be—

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor must comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts.

(1) The Contractor must include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor must not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor must take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of Clause) C.5 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.6 52.223-23 SUSTAINABLE PRODUCTS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— Sustainable products means—

(1) A product that contains recovered material designated by the EPA under the Comprehensive Procurement Guidelines (42 U.S.C. 6962) (40 CFR part 247) (https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program#products).

(2) An energy-efficient product or low standby power device (42 U.S.C. 8259b) (10 CFR part 436, subpart C) (https://www.energy.gov/femp/search-energy-efficient-products, https://www.energystar.gov/products?s=mega, and https://www.energy.gov/femp/low-standby-power-product-list).

(3) A biobased product that meets the content requirements of the USDA under the BioPreferred® program (7 U.S.C. 8102) (7 CFR Part 4270) (https://www.biopreferred.gov/)

(4) A substance identified in the EPA’s Significant New Alternatives Policy (SNAP) program as a safe alternative to an ozone-depleting substance (42 U.S.C. 7671l) (40 CFR part 82, subpart G) (https://www.epa.gov/snap/unacceptable-and-acceptable-substitutes-tables).

(b) Requirements. The Government has identified in the statement of work or elsewhere in the contract the sustainable products that are required during the performance of this contract. The Contractor shall ensure that it provides sustainable products as required by this contract, when the products are—

(1) Delivered to the Government;

(2)Furnished for use by the Government;

(3) Incorporated into the construction of a public building or public work; or

(c) Furnished for use in performing services under this contract, where the cost of the products is a direct cost to this contract.

(End of Clause)

C.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the…