36C26126Q0864_1.docx

36C26126Q0864

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

36C261-26-AP-3787

662-26-3-096-0268 36C26126Q0864 06-23-2026 Tawnya Krommenhoek tawnya.krommenhoek@va.gov 06-29-2026

10AM

MDT

36C261 Department of Veterans Affairs Network Contracting Office 21

X 513210 $47 Million N/A X See Delivery Schedule

36C261 Department of Veterans Affairs Network Contracting Office 21

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page VA San Francisco Health Care System Automated Patient Label Printing and Tracking System ** See Schedule of Supplies for full description ** This RFQ is a sole source procurement to Lattice, Inc. for the procurement of an Automated Patient Label Printing and Tracking System IAW RFO 6.103-1. All responsible sources may submit a capability statement, proposal, or quotation which shall be considered by the agency.

Quotation shall be submitted to Tawnya Krommenhoek, Contracting Officer, by the date/time listed in box 8.

tawnya.krommenhoek@va.gov See CONTINUATION Page X X Tawnya Krommenhoek

VA-VHA-RPOW-2025-0057

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 36C261 Tawnya Krommenhoek

Network Contracting Office 21

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:

All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. VA's Electronic Invoice Presentment and Payment System - The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website:

http://www.tungsten-network.com/US/en/veterans-affairs/ to register and begin submitting electronic invoices, free of charge. The Department of Veterans Affairs Tungsten Number is: AAA544240062 (this allows you to file invoices online for free.)

More information on the VA Financial Services Center is available at:

http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

• Tungsten e-Invoice Setup Information: 1-877-489-6135

• Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

• FSC e-Invoice Contact Information: 1-877-353-9791

• FSC e-invoice email: vafsccshd@va.gov

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ZQ610-HC Mobile Printer Contract Period: Base POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): ZQ610-HC Mobile Printer LOCAL STOCK NUMBER: ZQ610-HC Mobile Printer

ZQ610-HC 5 year service plan

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): ZQ610-HC 5 year service plan LOCAL STOCK NUMBER: ZQ610-HC 5 year service plan

ZQ610 charging adaptor

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): ZQ610 charging adaptor LOCAL STOCK NUMBER: ZQ610 charging adaptor

HC50 Handheld Computer

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): HC50 Handheld Computer LOCAL STOCK NUMBER: HC50 Handheld Computer

HC50 5 year service plan

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): HC50 5 year service plan LOCAL STOCK NUMBER: HC50 5 year service plan

HC50 single slot charging cradle

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): HC50 single slot charging cradle LOCAL STOCK NUMBER: HC50 single slot charging cradle

HC50 5 slot charging cradle

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): HC50 5 slot charging cradle LOCAL STOCK NUMBER: HC50 5 slot charging cradle

HC50 Staging fee

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): HC50 Staging fee LOCAL STOCK NUMBER: HC50 Staging fee

Site License (100 beds)

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Site License (100 beds) LOCAL STOCK NUMBER: Site License (100 beds)

ADT Interface

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): ADT Interface LOCAL STOCK NUMBER: ADT Interface

LIS Interface (VISTA - Requisition Parsing)

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): LIS Interface (VISTA - Requisition Parsing) LOCAL STOCK NUMBER: LIS Interface (VISTA - Requisition Parsing)

LDAP Interface

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): LDAP Interface LOCAL STOCK NUMBER: LDAP Interface

Implementation and Project Management

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Implementation and Project Management LOCAL STOCK NUMBER: Implementation and Project Management

Training (hours)

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Training (hours) LOCAL STOCK NUMBER: Training (hours)

Training travel expenses

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Training travel expenses LOCAL STOCK NUMBER: Training travel expenses

On-site Go-Live (hours)

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): On-site Go-Live (hours) LOCAL STOCK NUMBER: On-site Go-Live (hours)

Go-Live travel expenses

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Go-Live travel expenses LOCAL STOCK NUMBER: Go-Live travel expenses

Year 1 annual support (w/ 24x7)

POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Year 1 annual support (w/ 24x7) LOCAL STOCK NUMBER: Year 1 annual support (w/ 24x7)

Year 2 annual support (w/ 24x7) Contract Period: Option 1 POP Begin: 07-01-2027 POP End: 06-30-2028 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Year 2 annual support (w/ 24x7) LOCAL STOCK NUMBER: Year 2 annual support (w/ 24x7)

Year 3 annual support (w/ 24x7) Contract Period: Option 2 POP Begin: 07-01-2028 POP End: 06-30-2029 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Year 3 annual support (w/ 24x7) LOCAL STOCK NUMBER: Year 3 annual support (w/ 24x7)

Year 4 annual support (w/ 24x7) Contract Period: Option 3 POP Begin: 07-01-2029 POP End: 06-30-2030 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Year 4 annual support (w/ 24x7) LOCAL STOCK NUMBER: Year 4 annual support (w/ 24x7)

Year 5 annual support (w/ 24x7) Contract Period: Option 4 POP Begin: 07-01-2030 POP End: 06-30-2031 PRINCIPAL NAICS CODE: 513210 - Software Publishers PRODUCT/SERVICE CODE: 7H20 - IT and Telecom - Platform Products: Database, Mainframe, Middleware (Hardware and Perpetual License Software) MANUFACTURER PART NUMBER (MPN): Year 5 annual support (w/ 24x7) LOCAL STOCK NUMBER: Year 5 annual support (w/ 24x7)

B.3 DELIVERY SCHEDULE

ATTN: Laboratory Medicine Service 4150 Clement St San Francisco, CA 94121

USA

ATTN: Laboratory Medicine Service 4150 Clement St San Francisco, CA 94121

USA

ATTN: Laboratory Medicine Service 4150 Clement St San Francisco, CA 94121

USA

ATTN: Laboratory Medicine Service 4150 Clement St San Francisco, CA 94121

USA

ATTN: Laboratory Medicine Service 4150 Clement St San Francisco, CA 94121

USA

B.4 STATEMENT OF WORK

Statement of Work (SOW) Lattice MediCopia Project - Specimen Collection

1. Introduction

· Purpose: This SOW outlines the agreement between VA San Francisco, Laboratory Medicine Service and Lattice, Inc for the provision of Lattice MediCopia Project – Specimen Collection.

· Background: System implementation of bedside specimen labeling for laboratory and nursing staff. This decreases the chances of human error, therefore increasing patient safety.

2. Scope of Work Project Objectives: The objectives of this project are to improve laboratory collection efficiency, enhance accuracy, staying in line with medical compliance, real time specimen tracking and increased patient safety.

· Services Provided:

· Implementation and Project Management

· Training, including on site go-live

· 24x 7 Support

· Deliverables:

· Hardware

· Software License

· Exclusions:

· The management of SFVA Health Care electronic medical records and laboratory information system side of interfacing.

· Hardware warranty beyond one year.

· Application Server and database costs.

3. Estimated Timeline

· Project Phases/Milestones:

· Go live launch between third and fourth quarters of FY 2026.

· Full implementation within the SFVA nursing and laboratory staff by first quarter FY 2027.

· Overall Estimated Timeline: April 1st to October 1st, 2026.

4. Responsibilities

· Service Provider/Contractor Responsibilities:

· Hardware provisioning, software licensing, system interfacing, training and customer service support and annual maintenance.

· VA Responsibilities:

· Management of in-house electronic medical records & laboratory information systems.

· Annual maintenance payments.

5. Performance Standards

· Quality Assurance: Implementation of quality management system observations such as end user feedback, root cause analysis, continuous improvement efforts, quality control checks that will be reviewed routinely for documentation and reporting.

· Acceptance Criteria: Thorough utilization of the proposed system that include but are not limited to fulfill functional, performance, end user usability, security, compliance and compatibility requirements that follow the VA criteria guidelines.

6. Privacy and Information Security

· Data Handling:

Data handling of the implemented system will not be performed by Lattice Inc. Data handling such as Personally Identifiable Information (PII) such as names, addresses, and social security numbers, as well as Protected Health Information (PHI) like medical records and treatment histories will solely be administrated by the San Francisco VA (SFVA) users.

Additionally, the system will not collect system logs and operational data related to system performance and usage. This data will be stored on local devices such as servers and workstations will be handled solely by SFVA personnel.

· Data Protection:

To ensure compliance with all applicable privacy laws and regulations, including HIPAA, the SFVA users will develop and implement comprehensive data protection policies that align with these regulations. Regular training and awareness programs will be provided to all personnel to ensure they understand their responsibilities. Strict access controls, such as role-based access and multi-factor authentication, will be implemented to ensure only authorized personnel can access sensitive data. Strong encryption methods will be used to protect data both in transit and at rest. Regular audits and monitoring will be conducted to detect and respond to any unauthorized activities, and an incident response plan will be maintained to address potential data breaches. Data minimization practices will be adopted to ensure only the minimum necessary amount of sensitive data is collected, used, and retained. All parties will be required to comply with HIPAA and other relevant privacy laws through and regular compliance reviews. Finally, privacy policies, procedures, and security measures will be regularly reviewed and updated to ensure ongoing compliance with evolving privacy laws and regulations.

· Confidential Information:

Confidential information includes any data or information that is not publicly known and is considered private or proprietary, such as Personally Identifiable Information (PII) like names and social security numbers, Protected Health Information (PHI) like medical records, business information like trade secrets and financial data, technical information like software code and product specifications, and legal information like contracts and litigation documents. SFVA users are obligated to maintain the confidentiality of such information by not disclosing it to unauthorized individuals, using it only for specified purposes, and implementing appropriate security measures. Access to confidential information will be restricted to authorized personnel only. In the event of a breach, all stakeholders must promptly notify leadership and take steps to mitigate the impact. Additionally, all users must comply with all applicable laws and regulations related to the protection of confidential information, ensuring the confidentiality and security of sensitive data and maintaining trust in their professional relationship.

7. Change Management

· Change Request Process:

The change in management process will involve several key steps to ensure compliant effective implementation. Beginning with identifying and documenting the need for change, followed by clearly defining the scope and objectives. A thorough impact analysis will be conducted to review the effects on various aspects of the system and to identify potential risks. A detailed management plan will then be developed, outlining the steps, timelines, resource requirements, communication strategies, and training needs. The plan will be presented to SFVA parties and Lattice Inc. for approval, and a communication plan will be executed to inform all affected parties about the change. Before implementation, a written agreement will proclaim any changes as agreed upon between the SFVA and Lattice Inc.

8. Project Management

· Point of Contact:

Client(s): San Francisco VA Health Care System, Laboratory Medicine Service

· Proposed Service Provider:

Lattice, Inc.

1751 S. Naperville Road, Suite 100 Wheaton, IL 60189

· Status Reporting:

Routine summaries that note key points and insights into the project system status, including progress, achievements, upcoming tasks, and any issues or risks will occur quarterly. Reports will be provided in written details, that include sections such as progress overview, milestones, budget status, and risk management.

9. Termination

· Termination Clause:

Either party may terminate the agreement at any time by mutual written consent.

Additionally, termination can occur if one party breaches any term or condition of the agreement and fails to remedy the breach within thirty days after receiving written notice. The agreement may also be terminated if either party becomes insolvent, files for bankruptcy, or is subject to any proceeding related to liquidation or insolvency. Additionally, termination is possible if a force majeure event, such as a natural disaster or war, prevents the fulfillment of the agreement's obligations for more than sixty days. Lastly, either party may terminate the agreement for convenience by providing sixty days' written notice. Upon termination, both parties must return or destroy all confidential information and materials belonging to the other party and settle any outstanding obligations as per the terms of the agreement.

36C26126Q0864 (End of SOW) Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.2 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.

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

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

(End of Clause)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Covered telecommunications equipment or services means—

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

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

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

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

Critical technology means—

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

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

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

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

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

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

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

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

FASC-prohibite…