S02 - 36C26226Q0455.pdf

PAGE 1 OF 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

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

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

SEE ADDENDUM

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

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

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

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

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

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

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

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

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

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

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

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

501-26-3-101-0062

36C26226Q0455 03-13-2026

Choo, Sam 562-766-2337 03-24-2026

10:00 AM PDT

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

X 100

X

Y

311511

1150 Employees

NET 30

N/A

36C501

Department of Veterans Affairs

VA New Mexico Healthcare System

1501 San Pedro SE

Attn to: Nutrition and Food Service

Albuquerque NM 87108-5153

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

Department of Veterans Affairs

Financial Services Center

Submit invoices electronically to:

https://www.tungsten-network.com

Tungsten support: 1-877-489-6135

This is a requirement for Milk and Dairy contract in accordance with (IAW) B.2 and B.3.

The contractor shall show clear, and compelling evidence the meet all requirements of this solicitation.

This solicitation is small business set-aside, open market.

This contract type will be an IDIQ - FFP with EPA (Annual).

Award will be made IAW ADDENDUM to FAR 52.212-1 INSTRUCTIONS

And

FAR 52.212-2 EVALUATION-COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES.

ALL quotes must be received by Tuesday, March 24, 2026, 10:00 AM PST.

Reference E.2 for detailed offer submission instruction.

There is no NMR Class Waiver under NAICS 311991.

FAC NUMBER 2025-06, EFFECTIVE DATE 10/01/2025

X 1

Anthony Dela Cruz

VA-VHA-RPOW-2024-0101

36C26226Q0455

Table of Contents

SECTION A

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.216-18 ORDERING (AUG 2020)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.4 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 23

C.8 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2025)

(DEVIATION)

C.9 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025) (DEVIATION)

C.10 52.219-33 NONMANUFACTURER RULE (NOV 2025) (DEVIATION)

C.11 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.12 VAAR 852.216-71 ECONOMIC PRICE ADJUSTMENT OF CONTRACT PRICE(S)

BASED ON A PRICE INDEX (MAR 2018)

C.13 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.14 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR

1984)

C.15 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

C.16 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

C.17 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.18 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS (NOV

2023)

C.19 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL (JAN 2011)

C.20 52.204-13 SYSTEM FOR AWARD MANAGEMENT—MAINTENANCE

(DEVIATION) (NOV 2025)

C.21 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.22 VAAR 852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL (MAY 2020)

C.23 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

C.24 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

C.25 VAAR 852.246-72 FROZEN PROCESSED FOODS (OCT 2018)

C.26 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION FEB 2025)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

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

COMMERCIAL SERVICES (SEP 2023)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

E.4 52.232-31 INVITATION TO PROPOSE FINANCING TERMS (DEC 2022)

E.5 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.7 52.204-7 SYSTEM FOR AWARD MANAGEMENT—REGISTRATION

(DEVIATION) (NOV 2025)

E.8 52.214-21 DESCRIPTIVE LITERATURE (APR 2002)

E.9 52.229-11 TAX ON CERTAIN FOREIGN PROCUREMENTS—NOTICE AND

REPRESENTATION (JUN 2020)

E.10 VAAR 852.239-75 INFORMATION AND COMMUNICATION TECHNOLOGY

ACCESSIBILITY NOTICE (FEB 2023)

E.11 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.12 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

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: Company Name:

POC Name:

Phone:

Email:

b. GOVERNMENT: Contracting Officer 36C262 Anthony Dela Cruz

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

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

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

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Invoice for Supplies/Services – Upon Delivery and

Approved receiving report of supplies/service

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.

Submit invoices electronically to:

https://portal.tungsten-network.com/ https://portal.tungsten-network.com/

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

Milk and Dairy Products – VA New Mexico Healthcare System

Version: Rev 2 (Final) – Dated 02/24/2026

1. Contracting Officer’s Representative (COR)

Name: Ardith Akins

Section: Nutrition and Food Services, NMVAHCS

Address: 1501 San Pedro SE, Albuquerque, NM, 87108

Phone Number: 505-265-1711 ext. 3002

Fax Number: 505-256-5455

E-Mail Address: Ardith.Akins@va.gov

2. Contract Title Milk and Dairy Products – Routine Deliveries to VA New Mexico Healthcare System

3. Background VA New Mexico Healthcare System requires a reliable supply of Grade A milk and dairy products for inpatient meals, outpatient programs, and food service operations. A new award is required to replace an expiring contract and ensure continuity of supply that meets federal, state, and local regulatory requirements.

4. Scope The Contractor shall supply and deliver Grade A milk and dairy products to VA New Mexico Healthcare System. All products must comply with FDA, USDA, New Mexico Department of Agriculture (NMDA), and local health department requirements.

Quantities listed are estimates only; actual quantities ordered may vary.

5. Estimated Annual Quantities:

a. Milk, 1% (1/2 pint carton): 90,000 units

b. Milk, Whole (1/2 pint carton): 20,000 units

c. Milk, Chocolate (1/2 pint carton): 6,500 units

d. Cottage Cheese, Creamed (5 lb tub): 75 tubs

e. Fruit Punch, 1 gallon: 50 units

f. Orange Punch, 1 gallon: 50 units

6. Specific Tasks

a. Provide milk and dairy products as ordered by VA Loma Linda Healthcare

System.

b. Coordinate administrative matters only with the Contracting Officer (CO).

c. The resulting contract will be a Firm-Fixed-Price Indefinite Delivery Contract.

d. Contractor will be notified of designated COR(s).

e. Quantities are estimates and may increase or decrease.

f. Weekly orders will be submitted; VA may adjust orders up to 24 hours prior to delivery.

g. Delivery may require multiple drop locations at the main facility.

h. Subcontracting arrangements must be disclosed; the prime contractor remains fully responsible.

i. No deliveries required on federal holidays unless otherwise directed.

7. Deliverables

Contractor shall deliver Grade A milk products, cottage cheese, and beverages listed in Section 4. All products must meet FDA, PMO, NMDA, and local requirements. All dairy products shall originate from sanitary, approved sources.

8. Performance Monitoring

Performance will be monitored through COR oversight and evaluated using the Contractor Performance Assessment Reporting System (CPARS).

9. Security Requirements

None. Contractors will not have access to VA systems or sensitive information.

10. Special Considerations

a. Packaging, Packing, and Shipping

i. Products must be packed to prevent damage or contamination. Gallon containers must be plastic; half-pint units must be cardboard cartons. All labeling must comply with FDA Food, Drug, and Cosmetic Act requirements.

ii. All items must be date-labeled with open or coded dates. If coded, decoding charts must accompany the initial delivery.

iii. b. Source of Manufacture

iv. Manufacturing plants must be approved, sanitary, and compliant with

FDA/PMO and NMDA standards. Plant name, address, or code must be included on packaging or accompanying documents.

v. c. Environmental Requirements

vi. Recycled packaging materials may be used when compliant with FDA and NMDA standards.

vii. d. Inspection and Acceptance

viii. The Government may inspect products at delivery for accuracy, quality, temperature, packaging, and condition. Rejected items must be replaced the same day by 3:00 p.m. at no additional cost.

b. Risk Control, Safety, and Quality Standards

i. All items must be processed and packaged under sanitary conditions consistent with FDA’s Grade A Pasteurized Milk Ordinance (PMO).

ii. The Government reserves the right to inspect Contractor facilities, equipment, processes, and delivery vehicles at any time.

c. Regulatory Requirements:

i. FDA Grade A Pasteurized Milk Ordinance (PMO), latest revision

ii. Interstate Milk Shippers (IMS) requirements for Grade A plants

iii. NMDA Agricultural Production Services Division’s Dairy Bureau

Standards based on PMO

iv. NMDA Consumer Services NMAC 21.34.5

v. New Mexico Environment Department

d. Temperature Control Requirements:

i. Chilled milk and dairy: 35°F–41°F

ii. Pasteurized milk in sealed containers may be transported at up to 45°F as permitted under NM Admin. Code §8.370.20.71

iii. Frozen products: 0°F or below upon receipt

iv. Dry goods: stored below 70°F where applicable

e. Shelf-Life Requirements:

i. Fluid milk: minimum 10 days remaining shelf life

ii. Cottage cheese: delivered within 4 days of packaging (normal shelf-life) or 7 days (extended shelf-life)

f. Place of Performance

i. VA New Mexico Healthcare System

ii. 1501 San Pedro SE

iii. Albuquerque, NM 87108

iv. Deliveries shall be made to Nutrition & Food Services receiving areas as directed by the COR.

g. Period of Performance

i. Base Year: Date of Award in 2026 through 365 days

ii. Option Years: 2027 to award date 2031 (four option years)

h. Delivery Schedule

i. Deliveries will occur twice weekly, typically Monday and Thursday, between 6:00 a.m. and 10:00 a.m.

ii. Contractor must provide delivery equipment such as hand trucks or carts.

iii. Orders may be placed by phone, email, fax, or other method agreed upon by the Contractor and COR.

i. Product Availability

i. Contractor must notify the Government immediately if a product becomes unavailable and propose acceptable substitutions. Substitutions require prior COR approval.

j. Packing List Requirements

i. Packing list must include:

ii. Contractor name and address

iii. Purchase Order number (if applicable)

iv. VA facility and ordering service

v. List of items and quantities delivered

k. Return Policy

i. Defective or incorrect items shipped due to Contractor error must be replaced at no cost.

ii. Items returned due to Government error may be handled in accordance with the Contractor’s standard return policy.

l. Invoicing and Payment

i. All invoices must be submitted electronically through the VA Financial Services Center’s Tungsten Network portal. Paper, fax, and email invoices are not accepted.

ii. Payments are made by Electronic Funds Transfer (EFT).

m. Pricing and Economic Price Adjustment (EPA)

i. Base Year pricing shall remain firm and not subject to adjustment.

ii. Prices for each optional year may be adjusted annually based on the following published index:

1. Producer Price Index (PPI), Dairy Product Manufacturing

(PCU31153115)

iii. The Contractor shall submit supporting index documentation no later than

45 calendar days before the start of each option year to allow for EPA review and application.

iv. Annual price adjustments shall be calculated by applying the percentage change in the PPI between the base index value and the most recently published index value prior to the option-year start, using the following formula:

1. New Price = Current Contract Price × (Current Index ÷ Base Index).

v. Optional Cap: Annual upward adjustments shall not exceed the annual percentage change reported in the Consumer Price Index for All Urban Consumers (CPI-U), All Items, for the same period. Downward adjustments will be applied in full.

vi. Official Price Reference: When required for market analysis or verification, official retail milk price information may be obtained from the U.S. Bureau of Labor Statistics (Average Price of Fresh Whole Milk, per gallon) or the USDA Agricultural Marketing Service (Retail Whole Milk Survey).

vii. Fixed-Price Order Periods: Pricing established at the time of each purchase order award shall remain firm and fixed for the entire purchase order performance period (365 days) and shall not be subject to further adjustment.

n. Contractor Licenses, Permits, and Compliance

i. Contractor must hold all NMDA-required permits for milk handling, processing, hauling, and labeling. Contractor must comply with New Mexico Environment Health Department regulations where applicable.

o. Utilization of Contract

i. Delivery orders will be issued on an as-needed basis.

p. Points of Contact

i. Contracting Officer (CO): Anthony Dela Cruz

ii. Contract Specialist (CS): Sam Choo

iii. Contracting Officer’s Representative (COR): Ardith Akins, Albuquerque, NM, (505)265-1711, ext. 3002

iv. Receiving Contact (NFS): Supervisor on duty

END OF STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

90,000.00 EA __________________ __________________

Milk, 1%, 1/2 pint

Contract Period: Base POP Begin: 04-01-2026 POP End: 03-31-2027

LOCAL STOCK NUMBER: 13429

20,000.00 EA __________________ __________________

Milk, Whole, 1/2 pint

Contract Period: Base POP Begin: 04-01-2026

LOCAL STOCK NUMBER: 413

6,500.00 EA __________________ __________________

Milk, Chocolate, 1/2 pint

Contract Period: Base POP Begin: 04-01-2026

LOCAL STOCK NUMBER: 412

225.00 EA __________________ __________________

Cottage Cheese, Creamed 5 LB container

Contract Period: Base POP Begin: 04-01-2026

LOCAL STOCK NUMBER: 406

50.00 EA __________________ __________________

Punch, Fruit Punch Flavor, 1 gallon container

Contract Period: Base POP Begin: 04-01-2026

LOCAL STOCK NUMBER: 10432

Punch, Orange Flavor, 1 gallon container

Contract Period: Base POP Begin: 04-01-2026

LOCAL STOCK NUMBER: 10433

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

Contract Period: Option 1 POP Begin: 04-01-2027

Contract Period: Option 1 POP Begin: 04-01-2027

Contract Period: Option 1 POP Begin: 04-01-2027

Contract Period: Option 1 POP Begin: 04-01-2027

Contract Period: Option 1 POP Begin: 04-01-2027

Contract Period: Option 2 POP Begin: 04-01-2028 POP End: 03-31-2029

Contract Period: Option 2 POP Begin: 04-01-2028

Contract Period: Option 2 POP Begin: 04-01-2028

Contract Period: Option 2 POP Begin: 04-01-2028

Contract Period: Option 2 POP Begin: 04-01-2028

Contract Period: Option 2 POP Begin: 04-01-2028

Contract Period: Option 3 POP Begin: 04-01-2029 POP End: 03-31-2030

Contract Period: Option 3 POP Begin: 04-01-2029

Contract Period: Option 3 POP Begin: 04-01-2029

Cottage Cheese, Creamed 5 LB container Contract Period: Option 3 POP Begin: 04-01-2029

Contract Period: Option 3 POP Begin: 04-01-2029

Contract Period: Option 3 POP Begin: 04-01-2029

Contract Period: Option 4 POP Begin: 04-01-2030 POP End: 03-31-2031

Contract Period: Option 4 POP Begin: 04-01-2030

Contract Period: Option 4 POP Begin: 04-01-2030

Contract Period: Option 4 POP Begin: 04-01-2030

Contract Period: Option 4 POP Begin: 04-01-2030

Contract Period: Option 4 POP Begin: 04-01-2030

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

90,000.00

20,000.00

6,500.00

225.00

50.00

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

Government must exercise its post-acceptance rights—

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

and

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

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

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

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

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

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

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

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

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.—

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

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

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-

5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the each annual performance start date through 15 calendar days prior to each annual performance end date.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the

Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $ 100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of quantity specified in the contract;

(2) Any order for a combination of items in excess of quantity specified in the contract; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection

52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the

Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (NOV 2025) (DEVIATION)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the

Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options to be exercised after the ordering period of this contract but before the end of the period of performance of the order. The contract shall govern the Contractor's and

Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end of performance period..

(End of Clause)

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the

Contractor within 60 Days Prior to POP End. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.6 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.7 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 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.8 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV

2025) (DEVIATION)

(a) Definition. Small business concern, as used in this clause—

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(2) Affiliates, as used in paragraph (a)(1) of this clause, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) Applicability. This clause applies only to-

(1) Contracts that have been set aside for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.4 and 16.5.

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(End of Clause)

C.9 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025)

(DEVIATION)

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

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

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

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

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

(c) Applicability. This clause applies only to—

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

19.000(a)(3);

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

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

19.105, 19.106, 19.107, and 19.108;

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

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

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

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

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

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.10 52.219-33 NONMANUFACTURER RULE (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause—

Manufacturer means the concern that transforms raw materials, miscellaneous parts, or components into the end item. Concerns that only minimally alter the item being procured do not qualify as manufacturers of the end item. Concerns that add substances, parts, or components to an existing end item to modify its performance will not be considered the end item manufacturer, where those identical modifications can be performed by and are available from the manufacturer of the existing end item.

Nonmanufacturer means a concern, including a supplier, that provides an end item it did not manufacture, process, or produce.

(b) Applicability.

(1) This clause does not apply to contracts awarded pursuant to the unrestricted portion of a partial set-aside or to a contractor that is the manufacturer of the product or end item.

(2) This clause applies to—

(i) Contracts that have been awarded pursuant to a set-aside for any of the small business concerns identified in 19.000(a)(3);

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

19.105, 19.106, 19.107, and 19.108;

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

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

(v) Contracts using the HUBZone price evaluation preference to award to a HUBZone concern unless the Contractor waived the evaluation preference.

(c) Requirements.

(1) The Contractor shall—

(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas; for kit assemblers who are nonmanufacturers, see paragraph (c)(2) of this clause instead;

(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice; for example, providing storage, transportation, or delivery.

(2) When the end item being acquired is a kit of supplies, at least 50 percent of the total cost of the components of the kit shall be manufactured, processed, or produced in the United States or its outlying areas by small business concerns.

(End of Clause)

C.11 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…