36C24626Q0428.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

637-26-1-6067-0006 36C24626Q0428 04-01-2026

ZANONA PICKET

T 757-726-6048 04-13-2026

3:00 PM

EDT

Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667 X 541620 $19 Million

NET 30

N/A X

ASHEVILLE 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 This is a solicitation for Indoor Air Quality Testing for 6 locations as a base plus 4 option year contract.

Please consult PWS for details on requirement.

Period of Performance: 4/20/2026 - 4/19/2031.

Email Questions by 4/6/26 @ 1:00 PM EST Quotes are due by 4/13/26 @ 3:00 PM EST No telephone calls will be accepted.

See CONTINUATION Page x x

ZANONA PICKETT

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 ZANONA PICKETT 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.

http://www.tungsten-network.com/customer-campaigns/veterans-affairs/ ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Contract Period: Base POP Begin: 04-20-2026 POP End: 04-19-2027 PRINCIPAL NAICS CODE: 541620 - Environmental Consulting Services PRODUCT/SERVICE CODE: R428 - Support - Professional: Industrial Hygienics

The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Contract Period: Option 1 POP Begin: 04-20-2027 POP End: 04-19-2028

The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Contract Period: Option 2 POP Begin: 04-20-2028 POP End: 04-19-2029

The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Contract Period: Option 3 POP Begin: 04-20-2029 POP End: 04-19-2030

The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Contract Period: Option 4 POP Begin: 04-20-2030 POP End: 04-19-2031

36C24626Q0428

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B.3 PERFORMANCE WORK STATEMENT

Indoor Air Quality (IAQ) Assessment & Associated Sampling Services

INTRODUCTION

The Western North Carolina VA Healthcare System (WNCVAHCS) is interested in establishing a professional service contract associated with this PWS and contract award. The WNCVAHCS is looking for highly qualified, experienced firms to provide analytical and technical consulting services. Credentialed professionals experienced in conducting IAQ assessments and sampling protocols are needed to support the WNCVAHCS main campus, and its Community Based Out-Patient Clinics.

General Requirements The contractor shall provide all necessary resources, labor, supervision, materials, equipment, and expertise to perform Industrial Hygiene services to the WNCVAHCS in accordance with the terms and conditions of this PWS for the procurement of Indoor Air Quality (IAQ).

Description of Required Services Contract must ensure that IAQ sampling/air monitoring is conducted per the most current standards set by the American Industrial Hygiene Association (AIHA), the International Organization for Standardization, ASTM International, The National Institute for Occupational Safety and Health (OSHA), The National Institute for Occupational Safety and Health (NIOSH), the American Conference of Governmental Industrial Hygienists, Threshold Limit Values for Chemical Substances and Physical Agents and Biological Exposure Indices and all other applicable regulatory guidance. All work shall be completed in accordance with federal, state and local regulations and described within a final report that includes lab results and specific conclusions and recommendations sections.

As a minimum, required contractor support services must include monitoring of the indoor air quality environment for carbon monoxide, carbon dioxide, hydrocarbons, fungi, bacteria, dust, temperature, and relative humidity. Other monitoring will be conducted as determined or required. Contractor must have or be able to obtain microbiology, toxicology and chemistry laboratory services. Contractor must submit documentation showing that the laboratory is accredited by the American Industrial Hygiene Association, under the Environmental Microbiology Laboratory Accreditation Program (EMLAP), prior to the contract award date.

Number of Site Locations for Sampling: Indoor Air Quality: 6 Locations Number of IAQs per year: 20 Contracts will be awarded for an initial term of one (1) year. After the initial term, the WNCVAHCS shall have the option to renew for up to four (4) additional one (1) year periods, exercisable at the WNCVAHCS’s sole discretion.

Period of Performance: 4/20/2026 – 4/19/2031

Investigations and sampling shall be conducted at the following locations on an “as requested” basis:

Main Campus Charles George Department of Veterans Affairs Medical Center 1100 Tunnel Road Asheville, NC 28805-2087

Community Based Outpatient Clinics and Other Leased Property Franklin VA Clinic 647 Wayah Street Franklin, NC 28734-3390

Franklin HBPC -Rented Office Space 212 Wayah Street Franklin, NC 28734-3390

Hickory VA Clinic 2440 Century Place Southeast Hickory, NC 28602-4031

Forest City VA Clinic Master Sergeant Jerry K. Crump VA Clinic 2270 College Avenue, Suite 145 Forest City, NC 28043-2459

WNCVAHCS -Rented Office Space 128 Bingham Road Suite 1000 /1050 Asheville, North Carolina 20886 Labor Categories – Certified Industrial Hygienist, Industrial Hygienist, Risk Assessor, Mold Assessor/Remediators, Mold Assessment Consultant Minimum Qualifications: Certified Industrial Hygienist – Education and experience requires a minimum of a four (4) year industrial hygiene degree or related science degree with technical and administrative experience in managing facility services similar to the complexity of work associated with the PWS and contract award. The Senior Certified Industrial Hygienist should have a minimum of ten (10) years of overall management experience with day-to-day operations similar in scope and complexity as discussed herein.

Minimum Qualifications: Industrial Hygienist – Education and experience requires a minimum of a four (4) year industrial or related science degree and at least six (6) months of experience. ALL work is to be supervised, reviewed, and signed by a Certified Industrial Hygienist (CIH).

IAQ Specialist/Technician – Education and experience requires a minimum of a four (4) year industrial or related science degree and at least six (6) months of experience.

A resume’ or copy of the certification is required to support the position (s) qualifications.

1. QUALIFICATION OF CONTRACTORS:

Contractor shall be a firm who has the expertise and knowledge and regularly engaged in the containment, remediation, demolition and abatement of asbestos, mold and lead. The contractor shall possess and provide all the necessary supervision, labor, materials, equipment, human capital, licenses, certifications, inventory, tools, and resources to successfully and skillfully execute the requirements associated with the PWS and contract award. Contractors shall provide proof of qualifications (for IAQ work) prior to award of the contract.

Deliverables/Reports:

Written reports for each facility with a summary including any action items, detail of the sampling evaluation methods, results and discussion, acceptable ranges for each sampling strategy, conclusion of results, sampling results tables, and recommendations are required for all sampling. Actual laboratory results are to be available on request.

Routine reports are to be completed and received within ten (10) days after sample collection. Rush reports must be completed and received within forty-eight (48) hours. Reports will be submitted electronically or hard copies delivered directly to the COR. United States Postal Service will not be used due to the effects of irradiating the documents.

Other services as requested to include but not limited to the following:

Indoor Air Quality (IAQ) Monitoring indoor environment for carbon dioxide, carbon monoxide, hydrocarbons, fungi, bacteria, dust, asbestos, temperature, relative humidity and other parameters determined or required.

Determining the causations of industrial and environmental hazards and prescribing steps to mitigate or eliminate them.

Project Management of Mold Remediation. Conducting Sick Building Syndrome Investigations.

Personnel and area monitoring for chemical hazards (Benzene, Formaldehyde, Xylene, cleaning products, adhesives, surgical gas exposure or other task specific hazards).

Testing and analyzing samples for hazardous conditions and producing report of finding. Providing cost estimates for media testing/sampling and removal.

Monitoring of personnel and area for Physical Hazards (noise, temperature and humidity, light, or other task specific hazards).

Performing Compliance Sampling and Monitoring top stay in compliance with rules and regulations governing worker and environmental safety.

Prescribing corrective procedure, when necessary to protect health, based on past experience, knowledge and the quantitative data available.

CHANGES:

The contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which may affect the contract terms and conditions, quality, quantity, price, and/or delivery. It is mandatory that the contractor contact the Contracting Officer for approval in the event there are changes prior to proceeding. No other individual has the authority to make binding changes and/or commitments.

Any changes in personnel, after award of the contract, must be coordinated with the COR and approved by the Contracting Officer. Failure to comply may result in contract termination.

Subcontracting: In the event the Contractor, Subcontracts; the subcontractor shall meet all the requirements on the Prime Contractor and be approved by WNCVAHCS.

Contractor Response Time:

The contractor shall respond to “Emergency Requirements”, by arriving at the designated location with two (2) hours, after receipt of the requirement. The “Standard” response time shall be within forty-eight (48) hours after receipt of the requirement.

Security Procedures:

Most of the work will be performed during normal working hours of 8:00am to 3:30 pm Monday-Friday excluding federal Holidays. Some of the work, such as building envelope analysis, may need to be performed after hours.

For working outside the “regular hours” as defined in the contract, the contractor shall give one (1) day notice to the COR so that escort arrangements can be provided for the employees. This notice is separate from any notices required for utility shutdown.

1. Contractor’s employees shall not enter the building without appropriate badge or identification. They may also be subject to inspection of their personal effects when entering or leaving the building. All contractor personnel are subject the WNCVAHCS policies and procedures regarding employee safety and security.

2. Photography of VA premises is allowed only with permission of the COR.

Parking:

All contractors are required to park behind Bldg. 2 & 3 along Riceville Rd. Personal or company vehicles left unattended in areas not approved for contractor parking, will be subject to ticketing and towing at the owner’s expense.

Contractor Storage:

A temporary small less than 10 square feet on-site interior storage for very small amounts of contractor sampling equipment has been designated inside of the Industrial Hygiene cubicle on the 3rd Floor of Bldg. 15. The area will be accessible during regular working hours of the FMS Industrial Hygiene Staff. The Contractor shall keep the area neat, orderly and clear of all debris.

2. HOURS OF OPERATIONS:

The Contractor must always maintain an adequate workforce for the uninterrupted performance of all tasks defined within this solicitation when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

The healthcare systems operations are 24/7, 365 days a year, therefore on occasions; the Government may have requirements outside of normal business hours. The Contractor will be required to provide services under these circumstances.

3. OVERTIME AND HOLIDAYS:

Any overtime and/or holiday work requests must be submitted to the CO and COR in writing. Any work completed without prior authorization of the COR and CO, shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

4. NATIONAL HOLIDAYS - Listed below are the Eleven (11) national holidays:

Martin Luther King ‘s Birthday Third Monday in January

November

Incorporated References:

American Conference of Governmental Industrial Hygiene’s (ACGIH), Threshold Limit Values for Chemical Substances and Physical Agents and Biological Exposure Indices:

www.acgih.org, 2017

American Society of Heating, Refrigeration and Air-Conditioning Engineers (ASHRAE), Standard 55-2017, Thermal Environmental Conditions for Human Occupancy www.ashrae.org, 2017

ASHRAE Standard 62.1-2017, Ventilation for Acceptable Indoor Air Quality www.ashrae.org, 2016 ASTM Standard E1186-2017, Standard Practices for Air Leakage Site Detection in Building Envelopes and Air Barrier Systems www.astm.org, 2017

EPA Indoor Air Quality Links www.epa.gov (use in conjunction with January 19, 2017 web snap shot)

Indoor Air Quality Handbook, Spengler, 2017

Indoor Air Quality Publications from CPSC www.CPSC.gov Institute of Inspection Cleaning and Restoration (IICRC, S500) Standard and Reference Guide for Professional Water Damage Restoration www.iicrc.org

Institute of Inspection Cleaning and Restoration (S520) Standard and Reference Guide of Professional Mold Remediation www.iicrc.org

NIOSH (National Institute for Occupational Safety and Health Guidance for Indoor Air Quality Investigations NIOSH, Indoor Air Quality Building Education and Assessment (I-BEAM) Model, 2002 www.epa.gov/nscep

NIOSH Indoor Environmental Quality Webpage www.cdc.gov/niosh/topics/indoorenv/

The IAQ Investigator’s Guide, AIAH, Gunderson, 2006

OSHA Indoor Air Quality Webpage www.osha.gov/SLTC/indoorairquality/ OSHA Technical Manual – IAQ Investigations www.osha.gov/dts/osta/otm/ OSHA Technical Manual, Section III, Chapter 2, Subsection V “Recommendations for the Employer,” Engineering and administrative guidance to prevent IAQ Problems www.osha.gov/dts/osta/otm/

Texas Administrative Code (TAC), 25 TAC 295.301-295.338, May 20, 2007 www.dshs.texas.gov/mold/pdf/MoldRules

B.4 SPECIAL CONTRACT REQUIREMENTS

KEY PERSONNEL

Key personnel will be identified in the proposal and shall be considered key personnel essential for the successful completion of the work performed under the contract. The contractor agrees that such personnel shall not be removed, diverted, or replaced from the work without prior written approval of the Contracting Officer. The contractor shall submit written notice of proposed personnel changes to the Contracting Officer for approval at least thirty (30) business days in advance.

NO SMOKING

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.

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 to work on a VA facility.

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

(a) FAR 42.1502 directs 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 Past Performance Information Retrieval System (PPIRS) 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, preaward 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.

BILLING AND PAYMENT

Contractor shall submit invoice monthly in arrears via payment request in electronic form via VA’s Electronic Invoice Presentment and Payment system https://authentication.tungsten-network.com/login. The following information must be included on all submitted invoices. Invoices submitted without the following information may be rejected for payment. Invoices shall include at a minimum:

• Date of invoice

• Invoice number

• Contract number

• Obligation number

• Vendor name

• CLIN and dates of service

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 Facility COR shall be responsible for the overall technical administration of this contract.

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.

POINT OF CONTACT

Contracting Officer (CO) Zanona Pickett / 757-722-9961 ext 17596 / zanona.pickett@va.gov

Facility COR

TBD

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

Terms and Conditions—Commercial Products and Commercial Services (Deviation October 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)

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

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

https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_252_1 (FAR ) and http://www.va.gov/oal/library/vaar/ndex.asp (VAAR) (End of Clause)

C.3 52.204-13 System for Award Management—Maintenance.

System for Award Management—Maintenance (DEVIATION Nov 2025)

(a) Definitions. As used in this clause— Commercial and Government Entity code means—

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location (referred to as “CAGE code”); or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency to entities located outside the United States and its outlying areas that the DLA CAGE Branch records and maintains in the CAGE master file (referred to as “NCAGE code”).

Unique Entity Identifier (UEI) means an identifier used to identify a specific commercial, nonprofit, or Government entity.

(b) Active registration.

(1) The Contractor shall maintain an active Federal Government contracts registration in the System for Award Management (SAM) at https://www.sam.gov during contract performance and through final payment under this contract. To maintain an active registration in SAM, the Contractor shall review at least annually its registration in SAM and validate that the information is current, accurate, and complete.

(2) The Contractor is responsible for the currency, accuracy, and completeness of the information provided within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete information. Updating SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(c) Novation and change-of-name agreements.

(1) If the Contractor has legally changed its business name or “doing business as” name (whichever is shown on the contract), or has transferred the assets used to perform the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in part 42 of the Federal Acquisition Regulation (FAR), the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to —

(i) Change the legal business name in SAM;

(ii) Comply with the requirements of FAR part 42; and

(iii) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with its written notification sufficient documentation to support the legally changed name.

(2) If the Contractor fails to comply with the requirements of paragraph (c)(1) of this clause, or fails to perform the agreement at paragraph (c)(1)(iii) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(d) Assignees.

(1) The Contractor shall not change the legal business name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR part 32). Assignees shall be separately registered in SAM.

(2) Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(e) Unique entity identifier (UEI). The Contractor shall ensure that its UEI is maintained throughout the life of the contract.

(f) Commercial and Government Entity (CAGE) code. The Contractor shall ensure that the CAGE code is maintained throughout the life of the contract. To update a CAGE code, the Contractor shall initiate the change by updating its SAM registration.

(g) Communicating changes. The Contractor shall communicate any change to its UEI or CAGE code to the Contracting Officer within 30 days after the change, so a modification can be issued to update the UEI or CAGE code on this contract. A change in the UEI does not necessarily require a novation.

(End of clause)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.5 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

(c) The total duration of this contract, including the exercise of…