36C26127Q0113.docx

36C26127Q0113

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

36C261-27-AP-0339

36C26127Q0113 11-09-2026 Karen Cooper karen.cooper332@va.gov 12-09-2026

11:00AM

PST

00261 Department of Veterans Affairs Network Contracting Office 21

X

Y 517410 $44 Million

N/A

See Performance Work Statement

00261

Network Contracting Office 21

FMS-VA-2(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Satellite television programming services and new permanent satellite television/head-end equipment to be furnished and installed by vendor for the VA Palo Alto Health Care Center (VAPAHCS) in accordance with the Performance Work Statement.

This is a 100% SDVOSB set-aside. Offerors must be verified at the time of quote submission and shall continue to be registered until time of award, during performance, and through final payment of any contract resulting from this solicitation. Failure to submit the completed and signed Certification, VAAR Clause 852.219-75, will result in being excluded from evaluations and ineligible for award.

WD 2015-5641 revision 32, dated 08/20/26 and WD 2015-5637 Revision 34, dated 8/20/26 applies to this solicitation.

Please refer to addendums FAR 52.212-1 and FAR 52.212-2 for instructions to offerors and basis for award.

All questions must be received NLT close of business on 30 Nov 26.

Email all questions to karen.cooper332@va.gov.

See CONTINUATION Page

Contracting Officer

Table of Contents

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (OCT 2026)

(DEVIATION)…………………………..………………………………………………………40

C.12 VAAR 852.232-73 LIMITATIONS OF GOVERNMENT'S OBLIGATION (DEVIATION)(OCT 2026)……………………………………………………..………………42

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS 43

D.1 ATTACHMENT 1 - QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)………………..………………………………………………………………..……… 43 D.2 ATTACHMENT 2 - WAGE DETERMINATION 2015-5641, REVISION 32, DATED 8/20/2026, SANTA CLARA COUNTY……………………………………………….…...… 43 D.3 ATTACHMENT 3 - WAGE DETERMINATION 2015-5637, REVISION 34, DATED 8/20/2026, SAN MATEO COUNTY…………………………………………………………..43

E.5 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (FEB 2024) (DEVIATION NOV 2025)…………………………………………………...………………….51

E.10 852.252-70 SOLICITATION PROVISIONS OR CLAUSES INCORPORATED BY REFERENCE (JAN 2008)………………………………………………………………..……58

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 Department of Veterans Affairs 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. Invoicing shall be in accordance with the requirements of The Department of Veterans Affairs Financial Services Center (VAFSC). The latest information shall be used for invoicing and payments and may change during the period of performance of this acquisition. Current invoicing information is located at http://www.fsc.va.gov/einvoice.asp.

All invoicing will be conducted through Tungsten.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

SATELLITE TELEVISION PROGRAMMING SERVICES –

PALO ALTO SITE

Continuous satellite television programming for 486 connected televisions, including all channels required by the PWS, beginning on the first day of the period of performance.

Contract Period: Base POP Begin: 02-23-2027 POP End: 02-22-2028

SATELLITE TELEVISION PROGRAMMING SERVICES - MENLO PARK SITE

Continuous satellite television programming for 298 connected televisions, including all channels required by the PWS, beginning on the first day of the period of performance.

Contract Period: Base

POP End: 02-22-2028

SATELLITE TELEVISION SYSTEM EQUIPMENT, INSTALLATION, AND TRANSITION

90 days to provide all new satellite television/head-end equipment, materials, installation, configuration, testing, and transition to establish the complete operational system at the Palo Alto and Menlo Park locations in accordance with the PWS.

Contract Period: Base

POP End: 05-23-2027

SATELLITE TELEVISION PROGRAMMING SERVICES –

Continuous satellite television programming for 486 connected televisions, including all channels required by the PWS.

Contract Period: Option 1 POP Begin: 02-23-2028 POP End: 02-22-2029

SATELLITE TELEVISION PROGRAMMING SERVICES - MENLO PARK SITE

Continuous satellite television programming for 298 connected televisions, including all channels required by the PWS.

Contract Period: Option 1 POP Begin: 02-23-2028 POP End: 02-22-2029

SATELLITE TELEVISION PROGRAMMING SERVICES –

Continuous satellite television programming for 486 connected televisions, including all channels required by the PWS.

Contract Period: Option 2 POP Begin: 02-23-2029 POP End: 02-22-2030

SATELLITE TELEVISION PROGRAMMING SERVICES - MENLO PARK SITE

Continuous satellite television programming for 298 connected televisions, including all channels required by the PWS.

Contract Period: Option 2 POP Begin: 02-23-2029 POP End: 02-22-2030

SATELLITE TELEVISION PROGRAMMING SERVICES –

Continuous satellite television programming for 486 connected televisions, including all channels required by the PWS.

Contract Period: Option 3 POP Begin: 02-23-2030 POP End: 02-22-2031

SATELLITE TELEVISION PROGRAMMING SERVICES - MENLO PARK SITE

Continuous satellite television programming for 298 connected televisions, including all channels required by the PWS.

Contract Period: Option 3 POP Begin: 02-23-2030 POP End: 02-22-2031

SATELLITE TELEVISION PROGRAMMING SERVICES –

Continuous satellite television programming for 486 connected televisions, including all channels required by the PWS.

Contract Period: Option 4 POP Begin: 02-23-2031 POP End: 02-22-2032

SATELLITE TELEVISION PROGRAMMING SERVICES - MENLO PARK SITE

Continuous satellite television programming for 298 connected televisions, including all channels required by the PWS.

Contract Period: Option 4 POP Begin: 02-23-2031 POP End: 02-22-2032

B.3 PERFORMANCE WORK STATEMENT

Satellite Television Programming Services VA Palo Alto Health Care System

1. Scope The Contractor shall provide continuous commercial satellite television programming services to 784 connected televisions located at the Palo Alto and Menlo Park Divisions of the VA Palo Alto Health Care System (VAPAHCS).

The Contractor shall provide all programming services, commercial satellite service accounts, equipment, installation, maintenance, technical support, and other resources necessary to deliver the required television programming through the existing Master Antenna Television (MATV) distribution systems.

The Contractor shall establish and maintain all commercial satellite television service accounts required for performance of the contract.

2. Background VAPAHCS operates MATV systems at the Palo Alto and Menlo Park Divisions to distribute television programming to patient rooms, waiting areas, conference rooms, training areas, and other authorized locations.

The existing systems distribute satellite and over-the-air programming through head-end equipment and existing coaxial distribution infrastructure.

The current connected television quantities are:

· Palo Alto Division: 486 televisions

· Menlo Park Division: 298 televisions

· Total: 784 televisions VAPAHCS may relocate an authorized television connection within the same division during the period of performance, provided the relocation does not change the total number of connected televisions, require additional equipment, affect the contract price, or otherwise change the scope of the contract. The COR may coordinate such no-cost relocations with the Contractor.

Any increase or decrease in the total contracted quantity of connected televisions, transfer of connected television quantities between the Palo Alto and Menlo Park Divisions, or change requiring additional equipment, services, or funding must be authorized in advance by the Contracting Officer through a written contract modification. The COR is not authorized to modify the contract or obligate additional funds.

3. Satellite Television Programming Services The Contractor shall provide commercial satellite television programming suitable for a healthcare and institutional environment to all connected televisions covered by this contract.

At a minimum, the Contractor shall provide a programming lineup consisting of at least 100 channels with local programming and the required sports programming identified below.

All required channels shall be authorized and available for distribution through the VA Palo Alto Health Care System (VAPAHCS) Master Antenna Television (MATV) system.

3.1 Required Programming Categories

The required programming shall include, at a minimum, the following:

1. Entertainment package channels

2. Local channel programming

3. Regional and National sports networks

3.2 Required Entertainment and Sports Package Channel Lineup

At a minimum, the Contractor shall provide the following channels:

3.3 Local Programming

The Contractor shall provide local channel programming serving the San Francisco Bay Area. Local programming shall include, at a minimum, local broadcast channels and associated local news, weather, and public information programming.

Local programming shall be included as part of the required service and shall not result in an additional charge to the Government beyond the awarded contract price.

3.4 Channel Availability

All required programming shall remain authorized and continuously available throughout the period of performance, except during brief outages associated with maintenance or circumstances beyond the Contractor's reasonable control.

The Contractor shall be responsible for maintaining all programming authorizations, subscriptions, and commercial service accounts necessary to provide the required programming.

The Contractor shall notify the COR as soon as practicable of any provider-initiated changes to channel availability, programming packages, or services that may affect the required programming.

3.5 Substitutions

The Contractor shall not remove, downgrade, or substitute a required channel without prior written Government approval.

If a required channel is discontinued, renamed, or otherwise no longer commercially available, the Contractor shall notify the COR and propose a comparable replacement channel for Government approval.

4. Equipment and Installation The Contractor shall furnish, install, configure, test, and place into operation all new equipment necessary to provide the required satellite television programming to the 784 connected televisions identified in this PWS.

The initial equipment required to support the 784 connected televisions at the Palo Alto and Menlo Park locations shall be provided under the applicable equipment CLIN(s).

Required equipment shall include, as applicable:

· Equipment racks;

· QAM modulators;

· Satellite dish or antenna equipment;

· Commercial satellite television receivers or receiver blades;

· Signal amplifiers;

· Remote monitoring equipment;

· Test equipment; and

· All other equipment, cabling, connectors, hardware, and accessories necessary to provide a complete and operational system.

4.1 New Equipment Requirement

All equipment required for permanent performance of this contract shall be new. The Contractor shall not rely on existing Government-installed satellite television equipment as the permanent solution for contract performance.

Existing satellite television equipment may be used only during the transition period described in Section 5 for the purpose of maintaining continuity of service while the new system is being installed and placed into operation.

The existing DirecTV-based system is identified solely because it is the Government’s currently installed system and must remain operational as necessary to maintain uninterrupted television programming during transition. This requirement does not restrict the Contractor’s permanent satellite television solution, provided the permanent solution meets all requirements of this PWS.

By the end of the 90-calendar-day transition period, no later than May 23, 2027, the Contractor shall have furnished, installed, configured, tested, and placed into full operation all new equipment required to provide the contracted satellite television service.

All equipment furnished under this contract shall be compatible with the existing VAPAHCS Master Antenna Television (MATV) distribution infrastructure, which distributes television programming through the existing coaxial cable network from the head-end equipment to connected televisions throughout the facilities.

The Contractor shall be responsible for verifying compatibility of its proposed equipment with the existing MATV infrastructure and for providing any adapters, connectors, interface equipment, or other components necessary to provide a complete and operational system.

4.2 Equipment Ownership

The equipment furnished and installed under the equipment CLIN(s) is a deliverable end item under this contract.

Title to the equipment shall pass to the Government upon Government inspection and acceptance following installation, configuration, and successful testing.

Following acceptance, the equipment shall become Government-owned property. Government ownership of the equipment does not relieve the Contractor of its responsibility to maintain, repair, and replace the equipment as necessary to meet the performance requirements of this contract.

Upon completion of installation and prior to Government acceptance, the Contractor shall provide the COR and Contracting Officer a complete inventory of all equipment furnished under the equipment CLIN. The inventory shall include, at a minimum, the equipment description, manufacturer, model number, serial number, quantity, installed location, unit acquisition cost, and date placed into service.

4.3 Equipment Maintenance and Replacement

The Contractor shall maintain all equipment furnished and installed under this contract in fully operational condition throughout the period of performance.

All maintenance, troubleshooting, repairs, replacement parts, labor, and replacement equipment necessary to maintain the contracted level of service shall be provided at no additional cost to the Government.

If Government-owned equipment furnished under this contract fails, becomes defective, or otherwise requires replacement to maintain the required service, the Contractor shall repair or replace the equipment at its own expense.

Any replacement equipment provided under this paragraph shall become Government property upon Government inspection and acceptance.

The Government shall not be charged for equipment replacement resulting from normal wear, equipment failure, defective equipment, routine maintenance, or the Contractor's obligation to maintain the required service.

4.4 Government-Directed Service Expansion

Any Government-directed increase or decrease in the total contracted quantity of connected televisions, transfer of connected television quantities between divisions, or other change affecting the contract price or scope must be authorized in advance by the Contracting Officer through a written contract modification.

If an authorized increase in the number of connected televisions requires additional equipment, the Contractor shall identify the additional equipment required and provide pricing to the Contracting Officer.

No additional equipment shall be furnished or installed at Government expense without prior written authorization from the Contracting Officer.

Government-authorized equipment required solely because of an increase in the contracted service quantity may be separately priced and incorporated into the contract through an appropriate contractual action

4.5 Equipment Acceptance and Invoicing

The Contractor may submit one invoice for the equipment, installation, and transition CLIN only after:

a. All new satellite television and head-end equipment required for the Palo Alto and Menlo Park locations has been furnished, installed, configured, tested, and placed into full operation;

b. The transition to the new system has been completed in accordance with Section 5 of this PWS;

c. The required equipment inventory has been provided to the COR and Contracting Officer; and

d. The Government has inspected and accepted the completed equipment and installation.

Partial invoices and progress payments for the equipment, installation, and transition CLIN are not authorized.

5. Transition and Equipment Replacement Satellite television programming service shall begin on the first day of the contract period of performance without interruption to existing service.

During the transition period, the Contractor may utilize the existing Government-installed DirecTV satellite dish, receivers, and associated head-end equipment solely for the purpose of maintaining continuity of television programming while the replacement system is installed.

Any interim service proposed by the Contractor shall be compatible with the existing DirecTV equipment for as long as that equipment is being used during the transition.

The Contractor shall furnish, install, configure, test, and place into full operation all new equipment required under this PWS within 90 calendar days, inclusive of the first day of the period of performance, with the transition completed no later than May 23, 2027.

The Contractor shall coordinate installation and cutover activities with the COR. Existing service shall not be discontinued until the replacement system has been installed, tested, and confirmed operational.

The Contractor shall perform the transition in a manner that minimizes disruption to patients, staff, and facility operations.

5.1 Installation Coordination

The Contractor shall coordinate all installation, equipment replacement, testing, and cutover activities with the COR to minimize disruption to patient care and facility operations.

Work performed in or near patient-care areas shall be coordinated with the COR and conducted in a manner that minimizes noise, disruption, and interference with patients, visitors, and VA staff. The Contractor may be required to perform certain installation activities after normal business hours or on weekends when necessary to avoid disruption to patient care or facility operations. Access to occupied patient rooms and other controlled areas shall be coordinated with the COR or designated VA representative before work begins.

6. Existing Government Equipment The Government will not furnish new equipment for performance of this contract.

Existing Government-installed satellite television and MATV equipment may be utilized by the Contractor during the transition period solely to maintain continuity of service while the new system is being installed and placed into operation.

The Contractor shall not modify, remove, disconnect, relocate, or dispose of existing Government-owned equipment without prior coordination with and authorization from the COR.

After the replacement system has been installed, tested, and accepted by the Government, the Contractor shall be responsible for removing existing satellite television equipment that is no longer required.

Prior to removal or disposal, the Contractor shall coordinate with the COR and obtain Government approval identifying the equipment authorized for removal.

Once authorized, the Contractor shall remove and dispose of the approved equipment at no additional cost to the Government and in accordance with applicable Federal, state, and local requirements.

The Contractor shall provide documentation of disposal or other disposition if requested by the Government.

7. Service Availability and Support The Contractor shall provide continuous access to the required satellite television programming 24 hours per day, seven days per week, throughout the period of performance, except for scheduled maintenance, events outside the Contractor's reasonable control, or outages attributable to Government-owned distribution infrastructure.

The Contractor shall provide a designated point of contact for service issues.

Upon notification of a programming or service outage, the Contractor shall:

· Acknowledge Government notification received during the Contractor’s normal business/support hours within one (1) business hour;

· For outages reported outside the Contractor’s normal business/support hours, acknowledge the notification within one (1) business hour after the start of the next business/support period, unless earlier response is provided through the Contractor’s after-hours support procedures;

· Initiate troubleshooting and corrective action promptly following acknowledgment;

· Coordinate and escalate the outage to the satellite programming provider or other responsible third party when necessary;

· Provide the COR an initial status, including the known or suspected cause and estimated restoration time, within two (2) business hours after acknowledgment;

· Provide status updates to the COR at least every two (2) business hours while the outage remains unresolved; and

· Notify the COR when service has been restored.

For planned maintenance that may interrupt programming, the Contractor shall provide advance notice to the COR whenever reasonably practicable.

8. Facility Access and Work Requirements Contractor personnel shall be qualified to install, maintain, and troubleshoot commercial satellite television and MATV head-end equipment required under this contract.

Contractor personnel shall comply with all VAPAHCS facility access, identification, check-in, badging, and escort requirements applicable to the areas in which work is performed.

The Contractor shall coordinate access to patient-care areas, occupied rooms, equipment spaces, and other controlled areas with the COR or designated VA representative prior to beginning work.

The Contractor shall protect Government property and existing facility infrastructure while performing work under this contract. Any damage caused by Contractor personnel shall be promptly reported to the COR and corrected by the Contractor at no additional cost to the Government.

Work shall be conducted in a manner that minimizes disruption to patients, visitors, VA staff, and facility operations. When necessary to avoid disruption to patient care or other critical operations, the Contractor may be required to coordinate work outside normal business hours or on weekends.

9. Government Responsibilities The Government shall:

· Provide access to the existing MATV distribution systems and installed equipment as necessary for performance;

· Identify authorized connected television quantities;

· Designate a COR or other authorized Government representative for routine service coordination;

· Coordinate reasonable facility access for Contractor personnel;

· Notify the Contractor of identified programming outages or service deficiencies; and

· Provide direction regarding disposition of replaced Government-owned equipment.

10. Place of Performance Palo Alto Division VA Palo Alto Health Care System 3801 Miranda Avenue Palo Alto, CA 94303 Building 101, Penthouse Menlo Park Division VA Palo Alto Health Care System 795 Willow Road Menlo Park, CA 94025 Building 334, Penthouse 36C26127Q0113

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

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

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

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

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

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

(i) Payment—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a termination for cause.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures for interest credits prescribed in FAR part 32 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon—

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered under this contract are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (s)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 calendar days before expiration of the contract. 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 before contract expiration; 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 52.219-27 NOTICE OF SET-ASIDE FOR, OR SOLE-SOURCE AWARD TO, SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS (SDVOSB) CONCERNS ELIGIBLE UNDER THE SDVOSB PROGRAM (OCT 2026) (DEVIATION)

(a) Definition.

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern— (1)(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see FAR 19.106).

(3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16) and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs’ Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for, or awarded on a sole-source basis to, SDVOSB concerns eligible under the SDVOSB Program;

(2) Part or parts of a multiple-award contract that have been set aside for SDVOSB concerns eligible under the SDVOSB Program; and

(3) Orders set aside for SDVOSB concerns eligible under the SDVOSB Program, under multiple-award contracts as described in 8.4 and 16.5.

(c) General.

(1) Offers are solicited only from concerns designated in SAM as SDVOSB concerns certified by SBA. Offers received from concerns that are not SDVOSB concerns certified by SBA will not be considered.

(2) Any award resulting from this solicitation will be made only to a concern designated in SAM as an SDVOSB certified by SBA.

(d) A joint venture may be considered an SDVOSB concern if the managing partner of the joint venture complies with the criteria defined in paragraph (a) of this clause and 13 CFR 128.402.

(e) In a joint venture that complies with paragraph (d) of this clause, the SDVOSB party or parties to the joint venture shall perform at least 40 percent of the work performed by the joint venture. Work performed by the SDVOSB party or parties to the joint venture must be more than administrative functions.

(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)…