36C24625Q0673.docx

36C24625Q0673

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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

36C24625Q0673 04-25-2025 harold mcquillia 757-315-3430 05-09-2025 12:00pm

EDT

Harold McQuillia Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton

VA

23667 X X 812320 $8 Million N/A X Department of Veterans Affairs Charles George VAMC 1100 Tunnel Road Asheville

NC

28805 Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton

VA

23667

Department of Veterans Affairs Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 512-460-5049 512-460-5221 X See CONTINUATION Page Laundry Services Period of Performance: 6/1/2025 - 5/31/2026 with four (4) option years.

See Section B2 for the Schedule of Services.

See Section B3 for the Performance Work Statement.

See Section E1 for the Instructions to Offerors.

See CONTINUATION Page X X X Harold L. McQuillia Jr.

Contracting Officer 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 36C246 Harold McQuillia Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667

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 PRICE/COST SCHEDULE

ITEM INFORMATION

Laundry processing service Contract Period: Base POP Begin: 06-01-2025 POP End: 05-31-2026 PRINCIPAL NAICS CODE: 812320 - Drycleaning and Laundry Services (except Coin-Operated) PRODUCT/SERVICE CODE: S209 - Housekeeping - Laundry/Drycleaning

Laundry processing service Contract Period: Option 1 POP Begin: 06-01-2026 POP End: 05-31-2027

Laundry processing service Contract Period: Option 2 POP Begin: 06-01-2027 POP End: 05-31-2028

Laundry processing service Contract Period: Option 3 POP Begin: 06-01-2028 POP End: 05-31-2029

Laundry processing service Contract Period: Option 4 POP Begin: 06-01-2029 POP End: 05-31-2030

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B.3 PERFORMANCE WORK STATEMENT

a. Description of Services Contractor shall furnish all labor, equipment, supervision, management, supplies, facilities, including transportation of laundry to contractor owned/contractor operated bulk laundry facility to accomplish the required linen cleaning service and tasks for accomplishment of complete medical laundry services, as described in this PWS for the Charles George VA Medical Center (VAMC) in Asheville, NC. All services shall be performed in accordance with standard medical industry practices and quality control measures. Services shall include pick-up and delivery of items by Contractor personnel.

b. Place of Performance/Business Hours Charles George VAMC – 1100 Tunnel Road, Asheville, NC 28805. Normal business hours are 8:00 a.m. to 4:30 p.m., Monday through Friday. Laundry/Linen Business hours are 6:00 a.m. to 2:30 p.m., Monday through Friday. During weeks with federal holidays, the contractor must ensure no disruption of service by adjusting pick-up and delivery logistics as necessary to maintain the agreed schedule.

To ensure compliance with contractual obligations, operational standards, and regulatory requirements the CGVAMC reserves the right to do walk throughs of the laundering plant annually and upon request. The contractor shall grant full access to the facility and provide reasonable accommodations for the inspection process.

c. Delivery and pick up Schedule.

Charles George VAMC loading dock, located at Building 47. Contractor is required to provide delivery to and from the contractor laundry facility. Pick up/delivery will be made five days per week. Monday through Friday, between the times of 0630hrs and 0730hrs initially to ensure enough clean laundries are available. Any changes in frequency will be made through contract modification. This includes all holidays except Thanksgiving Day and Christmas Day (unless pre-arranged). Pick- up and delivery times may be changed to meet the needs of the VA and as agreed between Contractor and Contracting Officer Representative (COR) or designated representative. The COR will be immediately notified whenever laundry/linen service, or related activities interfere with normal VAMC operation.

Clean linen shall be unloaded by contractor personnel at the Medical Center loading/unloading dock area. Soiled linen picked up at Medical Center loading /unloading dock area.

The Contractor must provide written contingency plan within 10 business days of the contract award. The plan must outline how services will continue uninterrupted or be restored promptly in the event of emergencies, but not limited to: Natural disasters (hurricanes, floods, tornados, earthquakes), fires or other catastrophic events affecting the contractors’ facilities or transportation infrastructure, equipment failure, staff shortages, or transportation delays. Communication protocols for notifying the agency of potential disruptions and outlining immediate corrective actions.

d. Specific Laundry Requirements The Contractors work shall include but not limited to: Provide daily pick-up, wash, dry, iron/press, fold and deliver linen/laundry to Charles George VAMC. Process Charles George VAMC independently, to prevent mixing with other facilities. Separate Charles George VAMC linen (heavy soiled, whites vs. darks, microfiber mops vs. microfiber cloths, etc.) prior to laundering. Microfiber items (cloths and mops) must be processed according to manufacturer guidelines to maintain their integrity and cleaning efficiency.

Privacy Curtains, quilts and harm reduction bedding require special handling to preserve fabric quality and durability. These items are often made from specialized fabrics, such as flame-retardant, antimicrobial, or heavy-duty textiles, which can be damaged by harsh cleaning agents, high temperatures, or rough handling. Harm reduction bedding often incorporates tamper resistant or reinforced materials designed for safety in high-risk environments.

Uniforms and pajama tops and bottoms must be returned neatly folded or on hangers as specified by agency. The contractor must inspect all items before packing to ensure they are free of stains, tears, excessive wrinkles, and odors. Items that do not meet quality standards must be reprocessed or flagged for agency review. Quality control measures must be documented and made available to the agency upon request.

Contractor shall ensure all flat work (sheets, pillowcases, uniforms, and scrubs) are neatly pressed, folded, and packed per laundry standard and or per instruction by Charles George VAMC. Linen must be packaged and transported in a manner that prevents contamination or damage during transit, in compliance with industry hygiene standards. Items must be delivered in labeled carts organized by item type, for efficient inventory management. Contractor shall ensure that all soiled linens and garments are laundered, processed, and delivered within a maximum of 48-hour turnaround time from the time of pick-up.

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e. Items included in Charles George VAMC Laundry/Linen Tablecloths, Employee Uniforms, Shirt protectors, Flat Sheets, Fitted Sheets, Harm Reduction Bedding, Washcloths, Towels, Privacy Curtains, Thermal Blankets, Bath Blankets, Quilts, Pajama Tops and Bottoms, Microfiber Cloths, Microfiber Mops, String Mops, Scrubs and Surgical Gowns.

f. Carts Linen carts may be provided by the Charles George VAMC or vendor. All carts used for transporting soiled linen must be cleaned and disinfected after each use according to Healthcare Laundry Accreditation Council (HLAC) standards. Contractor shall ensure per VHA Directive 1850.03 – Textile Care Management, all linen transport carts must be routinely cleaned and sanitized to prevent cross-contamination. The contractor shall use EPA-registered hospital-grade disinfectants, with preference given to tuberculocidal agents when required by infection control protocols. Cleaning processes shall ensure separation of clean and soiled carts and comply with all applicable local IPC standards and VA policies.

Disinfectants from EPA list B and EPA list N shall be applied in strict accordance with manufactures instructions, including proper dilution ratios, dwell times, and application methods. All disinfected surfaces must remain wet for the duration of the specified dwell time to ensure efficacy against pathogens. Disinfected carts must be free of visible soil, odor, and contamination.

The contractor must maintain a cleaning and disinfection log for all carts, documenting the date, time, and method of disinfection. These records must be made available to the agency upon request. The Contractor shall ensure Carts containing clean linen being returned shall be covered with clean covers to protect them against contamination while in transit between the laundry plant and the Medical Center. If reusable laundry bags or liners are used to transport soiled laundry, they must be laundered after use. If reusable bags are not available, the VA Medical Center will utilize plastic bags for soiled linens, which are to be destroyed.

g. Vehicles The Contractor shall provide all required vehicles, vehicle fuels, and repairs necessary to perform services under this contract. All vehicles to be used under this contract must be maintained in a safe and serviceable condition during duration of this contract. In addition, the vehicles must be kept clean (exterior and interior) with no unsightly residue of dirt, mud, trash, and other debris. Vehicle efficiency is solely the responsibility of Contractor and Contractor shall not be relieved of his contract responsibilities due to vehicle breakdown or failure of vehicles to operate.

Contractor’s personnel shall clean and disinfect the interior surfaces of truck trailers, including walls, floors, doors, and other accessible surfaces. The cleaning process must remove visible dirt, debris, and pathogens using approved cleaning agents and EPA List N disinfectants.

h. Reports and Data The Contractor shall provide, in writing, to the COR or designated representative the data and reports identified in this PWS. The reports shall be submitted electronically using a file format compatible with Government software programs such as "Microsoft Office" software.

Quarterly records of quality inspections detailing stain removal success rate, fabric damage, discrepancies in folding, sorting, or packaging. Quarterly non- conformance reports (NCRs) records of any deviations from Healthcare Laundry Accreditation Council (HLAC) standards and actions to resolve them. Quarterly Bioburden test reports to ensure compliance with microbial contamination standards. Documentation of HLAC accreditation and any updates or renewals as required by contract.

Quarterly documented sanitation and hygiene logs documentation of cleaning cycles including water temperatures Chemical usage, and adherence to HLAC recommended practices. Quarterly evidence that staff have been trained on HLAC procedures, including infection prevention and handling of healthcare textile. Quarterly records of wastewater treatment and disposal processes as required for HLAC compliance. Quarterly documented records of maintenance and inspections for washers, dryers, and other equipment to ensure compliance with HLAC standards. Quarterly summaries of inspections to ensure processed items meet cleanliness and quality benchmarks. Quarterly documented titration report. OSHA compliance report, proof of compliance with workplace safety regulations. The Contractor is responsible for compliance with all appropriate JCAHO, FDA, OSHA, EPA, VA, and other regulatory agencies record keeping requirements.

Daily report of clean linen and garment to include Pounds/pieces and itemized garment by name per Schedule Line Item delivered to Medical Facility. 3rd party Scale Calibration Certification (Annually).

i. Personnel Qualifications and Requirements Contractor personnel shall adhere to established training criteria (such as OSHA, JCAHO).

No contractor personnel may be assigned to work under the contract until initial orientation and training, as specified in the Contractor’s procedures manual is completed. Documentation verifying the content of the training and a list of the personnel who attended shall be maintained by the Contractor. When the Government exercises one or more of the option years to the contract, the Contractor shall provide, to the COR within two weeks of contract renewal or extension, and upon request documentation that personnel have had refresher training.

Initial intensive training covering the topics below shall be completed prior to initial start-up for all personnel. Initial training plan, including topics, with a brief statement of content and method of training shall be available for review. Initial and annual training will include but is not limited to the following topics:

A general orientation of basic bacteriological concepts, including the basics of how disease is caused and transmitted.

Infection control orientation, relating duty functions to how infections can be prevented, reduced, or contained through proper environmental sanitation methods and to the technical provisions of this specification.

Proper use and handling of supplies and equipment. Care and maintenance of Contractor and Government-furnished property. Familiarization with local fire prevention and safety procedures. Familiarization with equipment operational manuals. Individual duties and responsibilities.

Procedures for replenishing supplies and obtaining equipment repair. Role of Contractor personnel and their impact on patient care. Techniques or methods for measuring the quality of work performance. A general orientation of laundry operating procedures and policies.

Hazard communication, including location and access to the Material Safety Data Sheets (MSDS). Compliance with Occupational Safety and Health Administration (OSHA)’s Blood borne Pathogen Standard 29 CFR 1910.1030, which covers Standard precautions and use of PPE (Personal Protective Equipment), Hepatitis B Virus (HBV) requirement.

j. Physical Examinations The Contractor will be responsible for any physical examinations and emergency medical care of personnel to include any required immunizations. Contractor’s personnel who acquire a communicable illness must not perform service under the contract and must be free of illness before returning to work.

k. Exposure to Hazardous Working Conditions Contractor personnel are required to perform work under potentially hazardous conditions. Contractor personnel shall be informed of potentially hazardous situations by Contractor and trained by Contractor in techniques required to recognize and deal with potentially hazardous situations in a manner which will minimize personal risk. The Contractor is required to adhere to standard techniques for personnel who become injured or ill on the job at no cost to the Government. Contractor is also responsible for providing employees with required personal protective equipment.

Linen contaminated with HD’s (Hazardous Drugs) or excreta from patients who have received HD’s in the past 48 hours is a potential source of exposure to employees. Linen soiled with blood or other potentially infectious materials as well as contaminated with excreta must also be managed according to the Blood borne Pathogens Standard. Linen contaminated with HD’s should be placed in specially marked laundry bags and then placed in a labeled impervious bag. The laundry bag and its contents should be pre-washed, and then the linens added to other laundry for a second wash. Laundry personnel should wear latex gloves and gowns while handling pre-washed material.

l. Correspondence All correspondence relative to this contract shall bear the VA contract number, title, and name of the VA medical center, and shall be addressed to the COR for technical matters. All other contract matters must include a copy to the CO.

Government Representative. The COR is responsible for providing technical assistance to the CO in administration of the contract. This responsibility involves quality assurance inspection, surveillance reporting and monthly certification of the Contractor’s performance by the COR. The CO will furnish the name of the COR prior to the start date of the contract. The Contractor shall be advised of the extent of the authority of the COR. The COR, CO and other required Government may make site visits to plant facilities, without necessity of prior notification to Contractor. Each phase of the services rendered under this contract is subject to Government inspection during both the Contractor’s operation and after completion of tasks. The Government’s program is not a substitute for quality control by the Contractor.

m. Veteran’s Health Administration Guidelines Per VHA Directive 1085 Dated 3/15/19 All VA Health Care Facilities shall be smoke free. This directive applies to all patients, visitors, contractors, volunteers, and vendors.

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B.4 SPECIAL CONTRACT REQUIREMENTS

1.0 WORK HOURS or HOURS OF OPERATION

The services covered by this contract shall be furnished by the contractor as defined herein. The contractor shall not be required, except in case of emergency, to furnish such services on Federal Holidays or during off duty hours as described below.

Normal working hours are Monday through Friday, 8:00am – 4:30pm, excluding federal holidays which are as follows:

New Year’s Day Birthday of Martin Luther King, Jr.

Washington’s Birthday Memorial Day Juneteenth National Independence Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day

Any other day specifically declared by the President of the United States to be a federal holiday.

When one of the holidays falls on Sunday, the following Monday shall be observed as a Federal Holiday. When a holiday falls on a Saturday, the preceding Friday shall be observed as a Federal Holiday.

2.0 BACKGROUND INVESTIGATIONS

A full background check is not required for this position, however all contract employees must bring photo identification and advance notice from the requiring service to obtain a VA Badge in order to work on a VA Facility. Upon award, the CO shall provide the contractor with detailed instructions on fulfilling security requirements.

All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background investigation commensurate with the level of access needed to perform the requirement in the performance work statement is Special Agency Check (SAC). This requirement is applicable to all subcontractor personnel requiring the same access. Upon award, the CO shall provide the contractor with detailed instructions on fulfilling security requirements.

3.0 BILLING AND PAYMENT: The contractor shall submit invoices electronically in accordance with VAAR Clause 852.232-72, Electronic Submission of Payment Requests, via VA’s Electronic Invoice Presentment and Payment System. (See Web site http://www.tungsten-network.com/us/en/veterans-affairs-us/ )

All contractors shall be registered as a vendor to submit invoices in accordance with the Department of Veterans affairs e-Invoicing System at time of award.

4.0 CONTRACT ADMINISTRATION: Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor.

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes that shall affect price, quantity or quality of performance of this contract.

The COR shall be responsible for the overall technical administration of this contract as outlined in the COR Delegation of Authority.

IN THE EVENT THE CONTRACTOR EFFECTS ANY SUCH CHANGE AT THE DIRECTION OF ANY PERSON OTHER THAN THE CONTRACTING OFFICER WITHOUT AUTHORITY, NO ADJUSTMENT SHALL BE MADE IN THE CONTRACT PRICE TO COVER AN INCREASE IN COSTS INCURRED AS A RESULT THEREOF.

Key Personnel:

Contracting Officer’s (CO) Harold L. McQuillia, CO Department of Veterans Affairs Network Contracting Office (NCO) 6 100 Emancipation Drive, Building 27 Hampton, Virginia 23667 Tel: 757-315-3430 Fax 757-728-3132 harold.mcquillia@va.gov

COR

TBD

5.0 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS):

(a) FAR 42.1502 direct all Federal agencies to collect past performance information on contracts. The Department of Veterans Affairs has implemented use of the Contractor Performance Assessment Reporting System (CPARS) to comply with this regulation. One or more past performance evaluations will be conducted in order to record your contract performance as required by FAR 42.15

(b) The past performance evaluation process is a totally paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, it is available in the in CPARS for Government use in evaluating past performance as part of a source selection action.

(c) Please furnish the Contracting Officer with the name, position title, phone number, and email address for each person designated to have access to your firm’s past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official. The report information must be protected as source selection sensitive information not releasable to the public.

(d) When your Contractor Representative(s) (Past Performance Points of Contact) are registered in CPARS, they will receive an automatically generated email with detailed login instructions. Further details, system requirements, and training information for CPARS are available at www.cpars.gov . The CPARS User Manual, registration for online training for Contractor Representatives may be found at this site.

(e) Within 60 days after the end of a performance period, the Contracting Officer will complete an interim or final past performance evaluation and the report will be accessible at www.cpars.gov. Contractor Representatives may then provide comments in response to the evaluation or return the evaluation without comment. Comments are limited to the space provided in Block 22. Your comments should focus on objective facts in the Assessing Official’s narrative and should provide your views on the causes and ramifications of the assessed performance. In addition to the ratings and supporting narratives, blocks 1-17 should be reviewed for accuracy, as these include key fields that will be used by the Government to identify your firm in future source selection evaluations. If you elect not to provide comments, please acknowledge receipt of the evaluation by indicating, “No Comment” in Block 22, and then signing and dating Block 23 of the form. Without a statement in Block 22, you will be unable to sign and submit the evaluation back to the Government. If you do not sign and submit the CPAR within 30 days, it will automatically be returned to the Government and will be annotated: “The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this assessment.” Your response is due within 30 calendar days after receipt of the CPAR.

(f) The following guidelines apply concerning your use of the past performance evaluation:

(1) Protect the evaluation as “source selection information.” After review, transit the evaluation by completing and submitting the form through CPARS. If for some reason, you are unable to view and/or submit the form through CPARS, contact the Contracting Officer for instructions.

(2) Strictly control access to the evaluation within your organization. Ensure the evaluation is never released to persons or entities outside of your control.

(3) Prohibit the use of or reference to evaluation data for advertising, promotional material, pre-award surveys, responsibility determination, production readiness reviews, or other similar purposes.

(g) If you wish to discuss a past performance evaluation, you should request a meeting in writing to the Contracting Officer no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 30-day review period.

(h) A copy of the completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting source selection actions after it has been completed.

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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 6/1/2025 through 5/31/2026.

(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 $10.00, 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 $200,000.00;

(2) Any order for a combination of items in excess of $1,000,000.00; or

(3) A series of orders from the same ordering office within five (5) 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 three (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 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that…