S02 RFQ Air Balancing and Testing VABHHCS 36C26326Q0419.docx

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

568-26-3-9006-0040

36C26326Q0419 03-04-2026 Jeffrey Brown 319-688-3754 03-20-2026 17:00

CDT

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT PAUL MN 55101

X

Y 238220 $19 Million

N/A

Department of Veterans Affairs Black Hills Health Care System Fort Meade, Rapid City and Hot Spring Facilities

SD

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT PAUL MN 55101

Y

DEPARTMENT OF VETERANS AFFAIRS

FINANCIAL SERVICES CENTER

PO BOX 149971

AUSTIN TX 78714-9971

See CONTINUATION Page Provide air testing and balancing to the VHA Black Hills Health Care System in accordance with Schedule and Statement of Work below.

Prior to submitting a quote, review all documentation within.

Review and follow the instructions in the INSTRUCTIONS TO OFFERORS in the Clause 52.212-1 Addendum.

Contract Ordering Period with proposed pricing periods of:

Base Pricing Period: 07/01/2026-06/30/2027 Year One Pricing Period: 07/01/2027-06/30/2028 Year Two Pricing Period: 07/01/2028-06/30/2029 Year Three Pricing Period: 07/01/2029-06/30/2030 Year Four Pricing Period: 07/01/2030-06/30/2031

See CONTINUATION Page

Jeffrey Brown

VA-VHA-RPOC-2024-0033

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C263 Jeffrey Brown

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT PAUL MN 55101

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

B.2 SINGLE AWARD ORDER CONTRACT

Quantities listed are estimated only and are not guaranteed.

This is a 5-year Commercial Firm Fixed Price, Single Award Indefinite Delivery / Indefinite Quantity (IDIQ) contract, for Air Balancing and Testing Services to support the Black Hills Health Care System.

Accordingly, funds are not obligated on this contract at the award; rather, funds are obligated via orders issued against the contract. Orders shall only be issued by a warranted VA Contracting Officer (CO). VA CO will issue task orders to the contractor authorizing services via Standard Form 1449. Each order shall clearly identify the dollar amount authorized under the individual task order and the period of performance of the individual order. When an order period of performance is completed, additional services shall not be provided unless a new order is issued in accordance with this IDIQ.

The minimum dollar amount guaranteed under this contract is $5,000.00. The maximum dollar amount or contract ceiling for this contract is $335,000.00. The maximum amount is not guaranteed. The combined total of all orders placed against this contract cannot exceed the maximum amount/ceiling of this contract.

(End of Clause)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Fort Meade room air testing and balancing in accordance with the Statement of Work Contract Period: Base POP Begin: 07-01-2026 POP End: 06-30-2027 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Hot Springs room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Rapid City room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Fort Meade room air testing and balancing in accordance with the Statement of Work Contract Period: Option 1 POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Hot Springs room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Rapid City room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Fort Meade room air testing and balancing in accordance with the Statement of Work Contract Period: Option 2 POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Hot Springs room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Rapid City room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Fort Meade room air testing and balancing in accordance with the Statement of Work Contract Period: Option 3 POP Begin: 07-01-2029 POP End: 06-30-2030

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Hot Springs room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2029 POP End: 06-30-2030

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Rapid City room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2029 POP End: 06-30-2030

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Fort Meade room air testing and balancing in accordance with the Statement of Work Contract Period: Option 4 POP Begin: 07-01-2030 POP End: 06-30-2031

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Hot Springs room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2030 POP End: 06-30-2031

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Rapid City room air testing and balancing in accordance with the Statement of Work

POP Begin: 07-01-2030 POP End: 06-30-2031

PRODUCT/SERVICE CODE: H941 - Other Quality Control, Testing, and Inspection - Refrigeration, Air Conditioning, and Air Circulating Equipment

Page 1 of Page 1 of B.4 Statement of Work VHA Black Hills Health Care System Air Testing and Balancing Services

1. General Requirements

a. This service consists of conducting Testing, Adjusting, and Balancing (TAB) of environmental systems and conditions at the Fort Meade Medical Center; Rapid City Clinic; and Hot Springs Clinic. The Contractor shall provide a thorough report of the testing method(s), findings, and recommendations in accordance with the terms and conditions of this contract. The Contractor shall provide all labor, materials, tools and equipment, insurance, and necessary supervision and Quality Control (QC) to perform all work associated with this service as indicated in the contract documents.

b. The frequency of complete testing of the facilities shall be semi-annually with one set of testing being completed in July or August and a second set of testing being completed in January or February. The report shall be provided no later than 30 calendars after testing has been completed on the entire facility. The report will be given to the Contracting Officer Representative (COR) for review prior to invoicing and approval of the reports prior to invoice certification. Contractor must coordinate and provide a schedule for allocated days to the COR a minimum of 14 days prior to testing for the complete testing and schedule must be approved by the COR. Testing criteria shall adhere to “Interim Guidance for Heating, Ventilation, and Air Conditioning (HVAC) Requirements Related to Reusable Medical Equipment (RME) Reprocessing and Storage”.

c. Follow-up testing and associated reports shall be included with the service in accordance with site requirements. Follow-up test reports shall be provided with-in 15 calendar days of completed testing at a site, see attachments. COR shall provide list of rooms to the contractor for testing. Contractor shall conduct testing within 30 calendar days of the COR providing a list. Contractor must coordinate and provide a schedule for allocated days to the COR a minimum of 3 calendar days prior to testing and the schedule must be approved by the COR.

d. If a room fails to meet criteria, the contractor shall notify the COR and schedule a follow up visit to conduct a complete testing, adjusting, and balancing of the air system containing the failed room. This follow up visit shall occur no later than 30 days after the failed testing. Adjusting and balancing shall be carried out by VA facilities maintenance personnel. The contractor shall coordinate adjusting and balancing with VA personnel and conduct follow-up testing.

2. Working hours

a. Contractor shall allocate for service on Saturday or Federal Holidays in accordance with site requirements, but with COR approval may be adjusted to a weekday.

b. Services may be scheduled Monday through Saturday from 7:00 am – 4:00 pm MT and may be scheduled on the below listed Federal Holidays:

Observed Federal Holidays:

Christmas Day

3. General Work Description

a. The Contractor shall be responsible for Testing, adjusting, and balancing of heating, ventilating and air conditioning (HVAC) systems. TAB includes, but is not limited to, the following:

i. Planning systematic TAB procedures.

ii. Systems Inspection Report.

iii. Balancing air distribution systems; adjustment of total system to provide design performance.

iv. Recording and reporting results.

v. Document critical paths of flow on reports.

b. Definitions:

i. Basic TAB used in this Section: Chapter 39, "Testing, Adjusting and Balancing" of ASHRAE Handbook "HVAC Applications".

ii. Air Systems: Includes all outside air, supply air, return air, exhaust air and relief air systems.

iii. Flow Rate Tolerance: The allowable percentage variation, minus to plus, of actual flow rate from values (design) in the contract documents.

4. Contractor Responsibilities

a. The TAB Specialist will be coordinating, scheduling, and reporting all TAB work and related activities and will provide necessary information as required by the COR. The responsibilities shall specifically include:

i. Directly supervising all TAB work.

ii. Sign the TAB reports that bear the seal of the TAB standard. The reports shall be accompanied by report forms and schematic drawings required by the TAB standard, Associated Air Balance Council (AABC), Testing Adjusting and Balancing Bureau (TABB) or National Environmental Balancing Bureau (NEBB).

iii. Following all TAB work through its satisfactory completion.

iv. Providing final markings of settings of all HVAC adjustment devices.

v. Permanently mark location of duct test ports.

vi. Documenting critical paths from the fan or pump. These critical paths are ones in which are 100 percent open from the fan or pump to the terminal device. This will show the least amount of restriction is being imposed on the system by the TAB firm.

b. All TAB technicians performing actual TAB work shall be experienced and shall have done satisfactory work on a minimum of three (3) projects comparable in size and complexity to this project. Qualifications shall be certified by the Contractor in writing. The lead technician shall be certified by AABC, TABB or NEBB.

c. Test Equipment Criteria: The instrumentation shall meet the accuracy/calibration requirements established by AABC National Standards, TABB or Sheet Metal and Air Conditioning Contractors’ National Association (SMACNA) International Standards, or by NEBB Procedural Standard for Testing, Adjusting and Balancing of Environmental Systems and instrument manufacturer. Provide calibration history of the instruments to be used for test and balance purpose. All equipment shall remain in calibration, or be re-calibrated if certification expires, during the TAB procedures.

d. The TAB Contractor shall provide raw data immediately in writing to the COR if there is a problem in achieving intended results before submitting a formal report.

e. Following approval of a TAB Report, the setting of all HVAC adjustment devices including dampers shall be permanently marked by the TAB Specialist so that adjustment can be restored if disturbed at any time. Style and colors used for markings shall be coordinated with the COR.

f. The TAB Specialist shall permanently and legibly identify the location points of duct test ports. If the ductwork has exterior insulation, the identification shall be made on the exterior side of the insulation. All penetrations through ductwork and ductwork insulation shall be sealed to prevent air leaks and maintain integrity of vapor barrier.

g. TAB Specialists shall be either a member of AABC or TABB or NEBB. The certification shall be maintained for the entire duration of duties specified herein. If, for any reason, the Specialist loses subject certification during this period, the General Contractor shall immediately notify the COR and submit another TAB Specialist for approval. Any individual that has been the subject of disciplinary action by either the AABC or the NEBB within the five (5) years preceding Contract Award shall not be eligible to perform any duties related to the HVAC systems, including TAB. All work specified in this Section and in other related Sections performed by the TAB Specialist shall be considered invalid if the TAB Specialist loses its certification prior to Contract completion and shall be performed by an approved successor.

5. TAB Procedures:

a. TAB shall be performed in accordance with the requirement of the Standard under which TAB agency is certified by either AABC, TABB or NEBB. Balancing shall be done proportionally to all applicable systems.

i. At least 1 trunk damper shall be 100 percent open.

ii. At least 1 branch damper shall be 100 percent open per trunk.

iii. At least 1 terminal device duct be 100 percent open per branch.

b. Air Balance and Equipment Test: Include air-handling units, fans, terminal units, fan coil units and room diffusers/outlets/inlets.

i. Test and balance systems in all specified modes of operation, including variable volume, economizer, and fire emergency modes. Verify that dampers and other HVAC controls function properly.

ii. Record final measurements for air handling equipment performance data sheets.

6. TAB Criteria:

a. Flow Rate Tolerance: The following tolerances are allowed. For tolerances not mentioned herein follow "Testing, Adjusting and Balancing" of the current American Society of Heating, Refrigerating and Air-Conditioning Engineers (ASHRAE) Handbook "HVAC Applications". Air Filter resistance during tests, artificially imposed, if necessary, shall be at least 100 percent of manufacturer recommended change over pressure drop values for pre-filters and after-filters.

i. Air handling unit and all other fans, cubic meters/min (cubic feet per minute): Minus 5 percent to plus l0 percent.

ii. Air Terminal Units (maximum values): Minus 5 percent to plus l0 percent

iii. Minimum Outside Air: 0 percent to plus 10 percent.

iv. Individual room air outlets and inlets, and air flow rates not mentioned above: Minus 5 percent to plus 10 percent except if the air to air space is 100 CFM or less the tolerance will be minus 5 to plus 5 percent.

b. Systems shall be adjusted for energy efficient operation.

7. Worksite Maintenance:

a. Provide VA approved plugs or sealant to seal holes drilled in ductwork for test purposes.

b. Any damaged insulation must be removed and replaced with equivalent VA approved insulation prior to work completion.

c. See FAR clause 52.237-2 for reference for protection of Government property.

8. Site Requirements

a. Fort Meade, SD Fort Meade Medical Center 113 Comanche Road Fort Meade, SD 57741 1002 Meade County

i. See the schedule of the order for the number of rooms to be tested in the hospital complex (BLDG 113, 145, and 148), some of the rooms will require gowning up to test, but Personal Protective Equipment (PPE) will be provided. Equipment shall be sanitized before entering certain rooms.

ii. Five (5) days will be allocated in JAN/FEB to test the entire facility and 1 of the 5 days shall be allocated for a Saturday or Federal Holiday.

iii. Two (2) days will be allocated for follow-up/additional testing between Feb-Jul and 1 of the 2 shall be allocated for Saturday or Federal Holiday. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 40 rooms.

iv. Five (5) days will be allocated in JUL/AUG to test the entire facility and 1 of the 5 days shall be allocated for a Saturday or Federal Holiday.

v. Two (2) days will be allocated for follow-up/additional testing between Aug-Jan and 1 of the 2 shall be allocated for Saturday or Federal Holiday. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 40 rooms.

b. Hot Springs, SD Hot Springs Clinic 500 N 5th St Hot Springs, SD 57747-1480 Fall River County

i. See the schedule of the order for the number of rooms to be tested in the hospital complex or in BLDG 1, some of the rooms will require gowning up to test, but PPE will be provided. Equipment shall be sanitized before entering certain rooms.

ii. Three (3) days will be allocated in JAN/FEB to test the entire facility.

iii. One (1) day will be allocated for follow-up/additional testing between Feb-Jul. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 25 rooms.

iv. Three (3) days will be allocated in JUL/AUG to test the entire facility.

v. One (1) day will be allocated for follow-up/additional testing between Aug-Sept. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 25 rooms.

c. Rapid City Clinic, SD Rapid City Clinic 2165 Promise Road Rapid City, SD 57701 Meade County

i. See the schedule of the order for the number of rooms to be tested in the Rapid City CBOC, some of the rooms will require gowning up to test, but PPE will be provided. Equipment shall be sanitized before entering certain rooms.

ii. One (1) weekday will be allocated in JAN/FEB to test the entire facility.

iii. One (1) weekday day will be allocated for follow-up/additional testing between Feb-Jul. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 10 rooms.

iv. One (1) weekday will be allocated in JUL/AUG to test the entire facility.

v. One (1) weekday will be allocated for follow-up/additional testing between Aug-Jan. Specific rooms shall be identified by the COR for follow-up testing but will be limited to no more than 10 rooms.

Balancing Schedule

Base year Jul/Aug 2026 Jan/Feb 2027 First year Jul/Aug 2027 Jan/Feb 2028 Second year Jul/Aug 2028 Jan/Feb 2029 Third year Jul/Aug 2029 Jan/Feb 2030 Fourth year Jul/Aug 2030 Jan/Feb 2031

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 Terms and Conditions—Commercial Products and Commercial Services (Deviation OCT 2025)

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment—

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

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

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

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services;

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

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

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

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

(8) The specification.

(s) Unauthorized obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

C.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 07/01/2026 through 06/30/2031.

(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 $5,000.00, 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 $60,000.00;

(2) Any order for a combination of items in excess of $60,000.00; or

(3) A series of orders from the same ordering office within 7 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 30 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 contract expiration.

(End of Clause)

C.5 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 1 day of contract expiration.

(End of Clause)

C.6 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 1 day of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 7 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.7 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION)

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

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

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

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

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

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

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

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

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

Covered telecommunications equipment or services means—

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

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

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

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

Critical technology means—

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

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

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

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

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

(4) Nuclear facilities, equipment, and material covered…