36C26126Q0299.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

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

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

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

612-26-1-299-0004

36C26126Q0299 02-11-2026

Maricela Berrones-Gauger (559) 225-6100 x 6792 02-25-2026

12:00PM PST

612MCP

Department of Veterans Affairs

Network Contracting Office (NCO) 21

X 100

X

562211

$47 Million

N/A

X

See Statement of Work

612MCP

Department of Veterans Affairs

Network Contracting Office (NCO) 21

FMS VA-9(101) Financial Services Center

PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page

This is a Request for Quote for Narcotic Destruction and

Disposal Services for VA Northern California Health Care

System.

Please carefully read the Addendum to FAR 52.212-1

Instructions to Offerors - Commercial Items and FAR 52.212-2

Evaluation - Commercial Products and Commercial Services.

Failure to submit a conforming quote may result in non-consideration.

POC: Maricela Berrones-Gauger, Contracting Officer

Email: Maricela.Berrones-Gauger@va.gov

See CONTINUATION Page

X

X 1

Maricela Berrones-Gauger

Contracting Officer

36C26126Q0299

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

B.3 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2023)(DEVIATION OCT 2025)

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) ... 24

C.4 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)(DEVIATION NOV

2025)

C.5 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY

2014)

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR

1984)

C.7 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.9 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ... 37

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)[DEVIATION OCT 2025)

SUBMISSION INSTRUCTIONS

E.2 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)(DEVIATION OCT 2025)

E.3 52.216-1 TYPE OF CONTRACT (DEVIATION) (NOV 2025)

E.4 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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 36C261

Network Contracting Office (NCO) 21

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

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

6.00 MO __________________ __________________

Narcotic Destruction Services for VA Mather Medical Center

Pick Up Frequency: Every Other Month

Contract Period: Base POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal PRODUCT/SERVICE CODE: Q517 - Medical - Pharmacy Services

MANUFACTURER PART NUMBER (MPN): N/A

4.00 QTR __________________ __________________

Narcotic Destruction Services for VA Martinez OPC

Pick Up Frequency: Quarterly

POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Narcotic Destruction Services for VA Chico OPC

POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Narcotic Destruction Services for VA McClellan OPC

POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Narcotic Destruction Services for VA Redding OPC

POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Narcotic Destruction Services for VA Stockton OPC

POP End: 03-31-2027 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Contract Period: Option 1 POP Begin: 04-01-2027 POP End: 03-31-2028

PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2028 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Contract Period: Option 2 POP Begin: 04-01-2028 POP End: 03-31-2029 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2029

PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2029 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2029 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2029 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2029 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Contract Period: Option 3 POP Begin: 04-01-2029 POP End: 03-31-2030 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2030 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2030

PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2030 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2030 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2030 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

Contract Period: Option 4 POP Begin: 04-01-2030 POP End: 03-31-2031 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2031 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2031 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2031

PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2031 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

POP End: 03-31-2031 PRINCIPAL NAICS CODE: 562211 - Hazardous Waste Treatment and Disposal

GRAND TOTAL __________________

B.3 STATEMENT OF WORK

1. General Information:

The purpose of this service is to maintain compliance with VHA Directive 1108.01 Controlled

Substances Management and Title 21 Code of Federal Regulations (CFR) Food and Drugs and provide proper disposal of controlled substances that are deemed damaged, expired, returned through the mail, unusable, or otherwise unwanted that are lawfully possessed by registrant. Disposal of controlled substance stock held for destruction are required to be completed at least quarterly for smaller sites and every other month for larger sites. A DEA-licensed controlled substance destruction company could be scheduled at least quarterly to meet this requirement but are not limited to the quarterly scheduled appointments. For purposes of this contract, the reverse distributor may be referred to as contractor or vendor.

2. Objectives/Requirements:

Any contractor that reverse distributes a controlled substance shall be registered as a reverse distributor and must be compliant with all applicable federal, state, and local laws and regulations governing reverse distribution. Services required under this contract shall be performed in accordance with Federal Laws including but not limited to Title 21 Code of

Federal Regulations. Contractor shall be compliant with any requirements of the VA as listed in this contract.

Contractor shall provide a representative to perform duties for each on-site pick up of expired or unusable controlled substances at VANCHCS pharmacy service. Contractor shall be able to accommodate up to six pick-ups per period of performance based on VANCHCS

Pharmacy needs. VANCHCS pharmacy service shall provide contractor a minimum of a two-week notice to schedule pick-ups. Anticipated need for pick-up services would occur about once a quarter for Chico VA OPC, Redding VA OPC, Martinez VA OPC and

McClellan VA OPC, and once every other month or Mather VAMC.

3. On-Site Process:

Controlled substance items held for destruction are placed in an evident tamper bag. All bags shall be opened at the time of the transfer to a DEA-licensed destruction company and the contents of the bag must be verified in the presence of the representative of the reverse distributor, pharmacy staff and an Accountable Officer (AO). The AO, pharmacist and representative from destruction company must sign the document listing of the controlled substances transferred from VA to the destruction company. The reverse distributor must provide a signed receipt for all CIII-V and DEA Form 222 for all CII products taken at the time of transfer. The CIII-V receipt and DEA Form 222 must include drug name, dosage form, strength, exact quantity, and date of transfer. The pharmacy must maintain these records for three years in a readily retrievable manner. Once the on-site representative of the contractor verifies counts with the pharmacy staff and accountable officer and completes the paperwork of the transfer, and preparation for shipping the reverse distributor shall assume the title and responsibility to the products. Prior to boxing items, a pharmacy employee shall review with contractor during on-site service a list of items to ensure it matches that of what is actually acquired by reverse distributor and ensure there are no discrepancies between the pharmacy’s list of items and contractors list of items. Contractor shall be responsible for boxing up items acquired by the pharmacy and arranging for pick-up by carrier. On-site representative shall arrange for immediate pick up by trusted carrier or shall have a DEA compliant transport process. The DEA registered reverse distributor who destroys the controlled substance must submit a DEA Form 41 to the DEA when the controlled substances have been destroyed. The DEA Form 41 should not be used to document the transfer of controlled substances from the pharmacy to the reverse distributor.

A copy of the DEA Form 41 should be sent to pharmacy point of contact.

A reverse distributor shall acquire controlled substances from a registrant at the registrant’s registered location or receive controlled substances delivered by common or contract carrier. Controlled substances for destruction shall occur no later than 30 calendar days after receipt. A method of destruction shall render controlled substances for destruction non-retrievable in compliance with federal regulations.

4. Description of Items Eligible for Transfer:

Vendor shall accept any Scheduled CII-V medications being held for destruction obtained through return mail or otherwise deemed unusable or expired. All forms of medication shall be accepted such as tablets, capsules, suppositories, liquids, refrigerated items, patches, films, topicals, unused syringes containing medication but may not be limited to this list.

Scheduled CII-V medications not contained in original manufacturer bottle packaging shall also be accepted for return. All controlled medications shall be counted and verified by vendor in presence of pharmacy staff member and VA accountable officer.

5. Supplies and Services:

The vendor shall be fully licensed to perform the work and shall take responsibility to complete details of the contract from start to finish. The responsibilities of the contractor shall include the ability to provide on-site and off-site services and provide all equipment, materials, and labor needed to process and arrange for proper disposal of Schedule II-V controlled substances. The vendor shall bring all necessary supplies including equipment or software for their own use to perform their work as reverse distributor to each on-site pickup.

Vendor shall be responsible for their supplies and equipment including any loss or damage.

Reverse distributor shall be responsible for packaging products transferred to them if shipping through carrier, including but not limited to generating shipping labels and providing compliant packaging.

6. Software or Web-based System:

Vendor shall provide the COR and designated pharmacy staff access to software programs or web-based programs to identify which products have been sent for destruction. The

Contractor shall list all controlled substance medications designated for disposal on a disposal manifest. This list will include at a minimum product name, National Drug Code

(NDC) or catalog number, quantity, total estimated value. Separate manifests shall be provided for the disposal of Schedule II – V controlled substances and when disposing of hazardous waste products as defined by the EPA Resource Conservation and Recovery Act

(RCRA) regulations. A Certificate of Destruction including the disposal date, destruction method, destruction location, weight, disposal company name and proof of destruction affidavit shall be provided to the returning facility and maintained on the reporting website upon completion of destruction. All Manifests shall be provided to the returning facility within

30 calendar days of Contractor's item receipt, with the exception of the Certificate of

Destruction/Affidavit which shall be provided within 30 days of the completion of destruction.

Shipments to the Contractor that require transport to the disposal location shall be done via approved and licensed vehicles in accordance with federal, state, and local laws and regulations where the processing will be completed. Contractor spills or releases of toxic/hazardous substances into the environment shall be reported to the returning facility immediately.

Training shall be provided to COR and designated staff on utilization of this software.

Representative or customer service should be available and able to provide efficient service support for staff for as needed assistance or questions at no additional charge for the entire duration of the resulting contract.

Web Based platforms must conform to VA rules, regulation and policy and must be reviewed by the ISSO before any agreement can be made. In addition to ISSO review, cloud-based platforms must be Fed Ramp compliant or have solidified plans to be compliant within a time frame necessary to carry out the duties of the contract.

7. Disposal and Destruction:

A complete list of medications processed for destruction shall be provided by on-site representative. Access to software shall be provided to designated individuals to track the destruction of such medications. CII-V medications and CII medications should be listed separately so VA designated staff will have access to view the disposal manifest and DEA

Form 41 for CII destruction.

8. Performance Standards:

Vendors shall have recent proven experience as a pharmaceutical reverse distributor to perform reverse distribution processing and waste disposal services in the volume required by VANCHCS Pharmacy Service.

Vendor shall meet all requirements as listed in this contract as well as perform all processes compliantly with all federal laws and regulations.

Vendor shall be able to communicate efficiently for all VANCHCS Pharmacy needs of this contract. Vendor shall be available for any inquiries by VANCHCS Pharmacy staff. Invoicing shall be timely and provided within ninety days of each on-site service.

If services do not conform to contract requirements, the government may require the contractor to perform services again at no additional cost to the government.

9. Place of Service:

VA Northern California Health Care System

Pharmacy Service

Mather Hospital

Building 650, Room# 1B201

10535 Hospital Way

Add pharmacy location

Mather, CA 95655

DEA BD5275599

Martinez Outpatient Clinic Pharmacy

Building 19, Room# 155

150 Muir Road

Martinez, CA 94553

DEA BD3365168

Chico Outpatient Clinic Pharmacy

Building 1601, Room# 169

1601 Concord Avenue

Chico, CA 95928

DEA BD7214430

Redding Outpatient Clinic Pharmacy

Building 3455, Room# PH11

3455 Knighton Road

Redding, CA 96002

DEA BV1328699

McClellan Outpatient Clinic Pharmacy

Building 98, Room# 1G00

5342 Dudley Boulevard

McClellan Park, CA 95652

DEA BD6962600

Stockton Outpatient Clinic Pharmacy

Building 910, Room #1A.105C.2

6505 S. Manthey Road

French Camp, CA 95231

DEA FD3898117

Contractor shall provide education/training and guidance on software products used. This may be done in person, virtually, or by telephone.

10. Invoice and Charges:

The Vendor shall not add or substitute service fees without prior approval from the contracting officer.

Contract fee is to include the service fee of the vendor which includes services of the representative on the days of on-site services, consultation/training on software use or inquiries regarding credits or processes, shipping costs, destruction fees, and manufacturer processing fees.

Invoices shall be issued within ninety days after each on-site service date. Each invoice fee shall not exceed previous quoted agreement as agreed to in this contract to be billed by flat service fee. Payment receipts shall be confirmed by contractor in writing via email or confirmation process.

Any inquiries that VANCHCS Pharmacy may have through representative or customer service shall be provided at no additional charge at any time. Access to software should be available at any available time at no additional charge. Meetings in person, virtual or by phone including but not limited to discussion about process of returns or destruction tracking shall be provided as necessary to VANCHCS pharmacy at no additional charges.

11. Confidentiality:

Contractor shall be compliant with all security statutes including HIPAA (Health Insurance

Portability and Accountability Act). Failure to comply with security statutes and confidentiality of patient information may result in financial sanctions and contractor shall be held liable if they are the cause of the breach of information.

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)(DEVIATION OCT

2025)

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

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

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

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

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act

(31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the

Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the

Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

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

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

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

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31

U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

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

(i) Payment—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act ( 31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

(D) Contractor point of contact; and

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

Contracting Officer.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

(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 30 days before contract expiration. The specified rates under this clause will be those rates in effect under the contract at the time the option is exercised.

(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 five (5) years.

(End of Clause)

C.4 52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT

2022)(DEVIATION NOV 2025)

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

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

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

(2) Is considered small for the size standard under the North American Industry Classification

System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

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

19.000(a)(3);

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

(3) Contracts that have been awarded on a sole-source basis in accordance with sections

19.105, 19.106, 19.107, and 19.108;

(4) Orders expected to exceed the simplified acquisition threshold and that are set aside for small business concerns under multiple-award contracts, as described in 8.4 and 16.5;

(5) Orders, regardless of dollar value, that are set aside in accordance with sections 19.105, 19.106, 19.107, and 19.108 under multiple-award contracts, as described in 8.4 and 16.5; and

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

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

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

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the

Government for contract performance to subcontractors that are not similarly situated entities.

Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's

50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the

Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or

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

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

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause—

[Contracting Officer check as appropriate.]

[X] By the end of the base term of the contract and then by the end of each subsequent option period; or

[ ] By the end of the performance period for each order issued under the contract.

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

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

(1) In a joint venture comprised of a small business protégé and its mentor approved by the

Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions.

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

(End of Clause)

C.5 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES

(MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the

Secretary of Labor (29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C.

5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination

Employee Class Monetary Wage—Fringe Benefits

See Section D Wage Determination

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

(APR 1984)

Funds are not presently available for performance under this contract beyond March 31st of any given year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond March 31st of any given year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.7 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— https://www.sam.gov

(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…