36C24726Q0337 Provide Relocation and Reconfiguration Services 26.docx

36C24726Q0337

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

508-26-1-536-0001

03-04-2026 Gail Bargaineer (404)3216111 03-30-2026

11AM

EST

Department of Veterans Affairs VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

X

Y 484210 $34 Million

N/A

See Delivery Address

Department of Veterans Affairs VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

FMS-VA-2(101)

Financial Services Center https://www.fsc.va.gov/einvoice.asp Austin TX 78714-9971 (877)489-6135

See CONTINUATION Page The Contractor shall provide relocation services for the Atlanta VAMC, CBOC leased space and Outpatient Clinics in accordance with the Performance Work Statement (PWS) and Price/Cost schedule sheet.

See CONTINUATION Page x

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 36C247

VISN 7 Network Contracting Office LaVista Business Park - Bldg A 2008 Weems Road Tucker GA 30084

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 Performance Work Statement (PWS)

Relocation and Reconfiguration Service Contract

GENERAL DESCRIPTION OF SERVICES

The Contractor shall provide workload services to include receiving, delivery, install services for furniture, equipment, and other property of the Atlanta VA Health Care System (AVAHCS) and (CBOC and Leased space, (See list of locations at the end of this document) furnishings from multiple campuses to off campus and back and at other off campus locations. This service shall include service to outlying Outpatient Clinics on a less frequent but periodic basis. The selected contractor must provide a clean receiving facility with some usable area that is temperature and humidity controlled.

The Contractor shall be responsible for using the proper equipment to ensure efficient and careful transportation of furniture, equipment, and any other received items. Proper equipment shall include, but shall not be limited to, closed moving vans, closed security carriers for transporting equipment, rubber-wheeled dollies (in good condition and free of grease and dirt), aluminum or magnesium ramps of various sizes, cartons and bins, motorized pallet jacks, and a safe jack. The cost for this service shall be included within each Contractor’s profit calculations with respect to its quote.

We require a move Contractor/vendor to provide a full range of services to disassemble/reassemble, repair and remove existing furnishings and related parts from a location, then transport the items to a new location and install/place them according to the direction of the Facility POC or COR and or capable of reading floor plans and drawings in AutoCAD and create and manage a professional inventory with photographs and to occasionally remove and replace flooring and base.

Scope is for base-plus (4) four option year periods.

The terms of the contract shall be for one-year length and four option years:

The Atlanta VA Health Care System will provide a set of furniture plans and facility blueprints for areas involved in this contract will be provided after contract award. A single staff point of contact will be provided to ensure efficient and seamless communication of each workload service requests. The Government shall order the below specified minimum contract value of services and may order up and include the below specified maximum contract value of services through task orders under the basic IDIQ contract for all ordering periods. The maximum amount under this contract is not guaranteed.

IDIQ contract Minimum $2,500.00 IDIQ contract Maximum $80,000.00

Only warranted Contracting Officers or the COR form the Department of Veterans Affairs Health Care System, Network Contracting Office 7, may place task order against the IDIQ contract. Once we have a contract and complete some moves, we will have historical data to track and manage to predict moves. The move Contractor/vendor office and/or locations, Project Manager, administrative staff, interior designer and move staff that will perform the work must operate in the Decatur, Georgia area within a 50-mile radius of the main hospital located at 1670 Clairmont Road, Decatur, GA. The move Contractor/vendor must be familiar with moving, assembling, disassembling, and reinstalling Commercial Healthcare Furnishings and Cubicle workstations of various manufacturers such as Herman Miller, Haworth, National Office Furniture and Teknion etc.

FACILITIES PROTECTION

1. The Contractor will be required to provide protection for loading dock, storage areas, and any other facility environment where movement is focused to ensure safety and minimize risk of damage to any VAMC property.

2. The Contractor will be required to take all measures necessary to safely move VAMC property (furniture) to and from received locations to final delivery destination. Upholstered items must be protected from dust & environmental elements while being received, delivered, or installed.

3. The Contractor must remove any debris, i.e., specifically, all cardboard, plastic, and packaging, after movement of furniture and equipment.

TRANSPORTATION SERVICES

The Selected Contractor shall:

1. Provide manpower, adequate crew sizes for the scope of work.

2. Respond promptly, (deliver within 24-72 hours), to requests for transportation and delivery of requested furniture, equipment, or other stored items.

3. Supply all necessary tools, dollies, lifters, labels, cartons, bins, and other materials that may be required to perform specified delivery and storage tasks efficiently, at no extra charge.

4. The Contractor must provide manpower to effect transportation of equipment and furniture as necessary.

5. Provide full palletizing and shrink wrapping of all office case good/systems furniture that is being relocated. Additionally, Contractor will need to label each pallet of wrapped office furniture with Building#, Room #, and detail of size and type of desking (every office will be palletized separately).

6. Detailed instruction for labeling methods will be directed by the VAMC Interior Design Department.

7. Provide personnel and supplies for minor wood and metal furniture repairs – all such repairs which are necessary due to damage caused in the move are to be at the Selected Move Contractor’s expense and no charge for workload or materials will be allowed; Additionally, in the interest of safety and prevention of damage, the Selected Move Contractor shall ensure that no dollies are loaded in excess of three (3) cartons high, either prior to loading or on the truck.

8. Movement and/or de-installation with potential for re-installation of furnishings that VAMC has slated for relocation including systems furniture, and other assorted furniture, to a location (or locations) designated by VAMC Interior Design Department. There is potential for older furniture to be slated for “Excess” in which VAMC staff will direct Selected Move Contractor to relocate pieces or to be disposed.

9. Provide a comprehensive, up-to-date Inventory detailing each furnishing deemed as excess for the VAMC Interior Design staff. This should be in an Excel Spreadsheet format.

10. Provide at least one supervisor and/or lead foreman, meeting the qualifications for the respective job title listed in Staffing section below, at each site for the duration of each shift’s work.

11. Contractors shall insure that all staff and crew wear clean, labeled shirts/coats to identify themselves as Contractors as well as meet all requirements for badging and security clearances for the VAMC.

POTENTIAL REQUIREMENT GROWTH

Additional locations include VA Medical Facilities within the Atlanta VAMC areas of responsibility. In accordance with Federal Acquisition Regulation 52.212-4, any changes in the terms and conditions of this contract may be made only by written agreement of the Contractor and Government. The price for services at additional locations are to be determined upon agreement between the Contractor and the Government via bi-lateral modification at the Government’s request.

PROJECT STAFFING

The Move Contractor(s) is expected to furnish a sufficient staff of supervisory and workload personnel to perform all phases of any work resulting from this document in an orderly, timely, and efficient manner. There will be no excuse for failure of the move Contractor to perform in a timely manner on specified dates with adequate crew sizes.

The Contractor shall assure that the same supervisory and workload crew will be in attendance throughout the duration of the Work and shall be responsible from the beginning of the project to its completion. This supervisory team must be specifically named individuals. Members of this team can have no other assignments during the work, without the permission of Atlanta VAHCS and no replacement shall be made without the written approval of Atlanta VAHCS.

(1) Identifying key personnel and their experience/qualifications:

MINIMUM QUALIFICATIONS OF SELECTED MOVE CONTRACTOR’S STAFF

Staff proposed by the Selected Move Contractor for this contract must meet the following mandatory requirements: Submit documentation with Contracting proposal package.

1. Worker- General :

Minimum six (6) months of commercial and/or biomedical moving experience Full understanding of conduct policy specified below Basic understanding of labeling procedures and implementation Full understanding of Privacy Training policy specified within this document Full understanding of VAMC badge policy specified within this document Ability to work as directed Ability to use levels, screw guns and other tools required to secure filing cabinets, metal shelving and bookcases, systems and/or other contract furniture de-installation, reinstallation and basic wall mounting of equipment.

Identify key personnel and their experience/qualifications:

• Contractor shall provide copies of the Certified Manufacture Letters Installer (Certified Manufacture Letter confirming ability to be certified installer for Teknion, Global Furniture Group, Versteel, Krug, and Amcase).

2. Driver :

Minimum two (2) years of commercial and/or biomedical moving experience Minimum four (2) years of commercial driving experience Full understanding of conduct policy specified below Full understanding of Privacy Training policy specified within this document Full understanding of VAMC badge policy specified within this document Basic understanding of labeling procedures and implementation Ability to work as directed Complete knowledge of vehicle and equipment operation Current valid licensing, as required by law Offeror shall submit proof of Liability Insurance.

4. Supervisor or Lead Foreman :

Minimum two (2) years’ experience as a foreman or supervisor for a commercial moving company Full understanding of conduct policy specified below Full understanding of and ability to perform records packing and unpacking Full understanding of facility protection requirements specified within this document and ability to direct crews in their implementation Ability to read, understand, color-code and number floor plans Ability to implement labeling procedures Full understanding of each shift’s assignments and goals Full understanding of overall project goals and schedule Demonstrated ability to direct and manage crews Full understanding of VA Privacy Awareness training specified within this document Full understanding of VAMC badge requirements specified within this document

ERGONOMIC WORKSTATION SERVICES NEEDS

The Selected Contractor(s) will be expected to provide the following basic requirements for ergonomic workstations services:

1. Workstation Setup Installation of all ergonomic equipment, wire management and hook up of all IT equipment to include monitors on monitors arms and all power cords plug into provide surge protector.

2. Disconnect Service Disconnect and Relocate of IT equipment to include inventory and storage as needed. Items to be stored on site and installed as space become available.

CODE OF CONDUCT

The following rules of conduct represent a minimum requirement for all employees, sub-contractors, agents, representatives and management of the Selected Move Contractor(s). It is the responsibility of the Contractor(s) to ensure that each member of its workforce understands and complies with these rules.

1. Courteous and respectful behavior is expected at all times. Use of foul or derogatory language will not be allowed.

2. Meals and breaks will be taken at the same time by all movers in a designated break area. At no time will any mover eat or drink except within the designated break area. Use designated trash receptacles for cups and other garbage. Do not leave meal/break containers behind. throw them away.

3. The use of MEDAVAHCS’s telephones is forbidden. Exceptions will be made for medical emergencies with the approval of your supervisor and/or a representative of MEDVAMC.

4. Use of electronic devices belonging to MEDVAMC, such as radios or computers, is forbidden.

5. Security personnel are present in each of the buildings. Security has the authority to examine any item being removed from any building at any time.

6. Selected Move Contractor staff will wear company uniforms with ID at all times while on site. ID must be worn in a clearly visible and appropriate manner. All vendor staff will be required to adhere to AVAHCS’s sign-in and ID protocols.

7. Keep personal belongings together in the area designated by your supervisor. The AVAHCS’s representatives have the right to inspect at will all bags and/or packages brought on or off any VAMC grounds.

AVAMC CONTRACTOR BADGES

The Move Contractor(s) staff is required to have a VA Contractor identification badge issued to each member of the Moving Crew. A VA Contractor Badge Application will be provided to Selected Move Contractor after contract awarded. This will need to be completed before Contractor staff arrives on site to Security Office. Badges are to be worn at all times while on the premises of the Atlanta VAHCS and Outpatient Clinics. Badges will be placed in a visible location, above the waist, clipped to the front of apparel with photo and name clearly visible. Contractor ID badges will be turned in to the assigned VAMC representative (COR) on duty when the contract has expired. The COR will then forward the badges to the VA Police Service within (5) working days.

Contractor must ensure that the following Identification Requirements are followed by each staff member applying for a VA Contractor Badge at the Security Station on campus:

1. Must provide (1) photography ID consisting of either a current Driver’s License, Military ID, U.S. Passport, Student ID which includes a Social Security number (will not except any expired IDs)

2. Must provide either an original Social Security card or Birth Certificate (a copy will not be accepted) If both valid ID requirements are not present at time of badge processing, the incompliant Contractor staff will not be able to work on Atlanta VAHCS premises.

The Selected Move Contractor(s) will be required to complete the VA Identification and Privacy Awareness Training (outlined below) a day prior to scheduled work at the Atlanta VAMC.

Inspection and Acceptance

The Government will review finalized deliverables within three (3) business days of receipt, and the Contractor will be notified by the COR of acceptance and rejection, The Government will not issue notice of acceptance until all required deliverables are received. In the event of rejection of any deliverables , the Contractor will be notified in writing and will have up to five (5) business days to correct the deficiencies. The Government will have three (3) business days to review the subsequent submissions of the same deliverables.

The Contractor shall forward all deliverables to the COR and/or Ordering Representatives as indicated in the call order. The Contractor shall issue invoice(s) for payment if not rejected by COR after three (3) business days to review subsequent submissions of the same deliverables.

VA PRIVACY AWARENESS TRAINING

The following procedure for obtaining the required VA Privacy Awareness Training is a mandatory requirement for all employees, sub-contractors, agents, representative and management of the Move Contractor(s). It is the responsibility of the Contractor(s) to ensure that each member of the Moving Crew understands and complies with the training during the VA Contractor Badge issue process. As all Moving Crew staff process in with Security staff (obtain contractor badges), the facility Privacy Officer will provide VA Privacy Awareness Training Literature and a concise education presentation to certify all Contractor staff is compliant with required Privacy Training. All Moving Crew staff working at the Atlanta VAHCS must provide signatures with facility Privacy Officer confirming their completion of Privacy Training at time of presentation. Any non-compliant Contractor staff will be escorted from job site.

DELIVERY AND PICKUP LOCATIONS FOR ATLANTA VA HEALTH CARE SYSTEM:

Local: Within a 50-mile radius Non-Local: Beyond the 50-mile radius x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

Invoicing

1. Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, validated by the Contracting Officer’s Representative (COR), and submitted electronically through OB-10 (https://portal.tungsten-network.com/).

2. A properly prepared invoice will contain:

a) Invoice Number and Date

b) Contractor’s Name and Address

c) Accurate Purchase Order Number

d) Supply or Service provided

e) Total Amount Due

INVOICES

Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, validated by the Contracting Officer’s Representative (COR), and submitted electronically through OB-10.

A properly prepared invoice will contain:

Invoice Number and Date Contractor’s Name and Address Accurate Purchase Order Number Supply or Service provided Total amount due

Non-personal Services Contract

No employer-employee relationship is created by an agency’s use of private sector contractor-employees under these regulations. Contractor personnel are not subject to the supervision and control of a Government Officer or Employees in accordance with (IAW) FAR) 37.104(a)(1) (II). Rather contractor personnel perform their duties in IAW specific task outlined in the PWS. Services furnished by contractor-employees shall be performed by their employees who shall not be considered or treated as Federal employees for any purpose, shall not be regarded as performing a personal service, and shall not be eligible for civil service employee benefits, including retirement. The Government reserves the right to reject non-conforming services.

B.3 PRICE/COST SCHEDULE

The guaranteed minimum under this contract is $2,500.00, for the initial fiscal year in which this contract was awarded.”

And “The contract’s stated maximum is $80,000.00.”

ITEM INFORMATION

Workload: Contractor shall provide workload services to include receiving, delivery, install services for furniture, equipment, and other property of the Atlanta VA Health Care System (AVAHCS) and (CBOC and Leased space, (See list of locations at the end of this document) furnishings from multiple campuses to off campus and back and at other off campus locations. This service shall include service to outlying Outpatient Clinics on a less frequent but periodic basis. The selected contractor must provide a clean receiving facility with some usable area that is temperature and humidity controlled.

Contract Period: Base POP Begin: 04-10-2026 POP End: 04-09-2027

LOCAL TRUCK TRIP

NON-LOCAL TRUCK TRIP:

ERGONOMIC WORKSTATION SETUP

ERGONOMIC WORKSTATION DISCONNECTION:

WORKLOAD

Contract Period: Option 1 POP Begin: 04-10-2027 POP End: 04-09-2028

LOCAL TRUCK TRIP

NON-LOCAL TRUCK TRIP:

ERGONOMIC WORKSTATION SETUP

ERGONOMIC WORKSTATION DISCONNECTION:

Workload: Contractor shall provide workload services to include receiving, delivery, install services for furniture, equipment, and other property of the Atlanta VA Health Care System (AVAHCS) and (CBOC and Leased space, (See list of locations at the end of this document) furnishings from multiple campuses to off campus and back and at other off campus locations. This service shall include service to outlying Outpatient Clinics on a less frequent but periodic basis. The selected contractor must provide a clean receiving facility with some usable area that is temperature and humidity controlled.

Contract Period: Option 2 POP Begin: 04-10-2028 POP End: 03-19-2029

LOCAL TRUCK TRIP

POP End: 04-09-2029

NON-LOCAL TRUCK TRIP:

ERGONOMIC WORKSTATION SETUP

ERGONOMIC WORKSTATION DISCONNECTION:

Workload: Contractor shall provide workload services to include receiving, delivery, install services for furniture, equipment, and other property of the Atlanta VA Health Care System (AVAHCS) and (CBOC and Leased space, (See list of locations at the end of this document) furnishings from multiple campuses to off campus and back and at other off campus locations. This service shall include service to outlying Outpatient Clinics on a less frequent but periodic basis. The selected contractor must provide a clean receiving facility with some usable area that is temperature and humidity controlled.

Contract Period: Option 3 POP Begin: 04-10-2029 POP End: 04-09-2030

LOCAL TRUCK TRIP

NON-LOCAL TRUCK TRIP:

ERGONOMIC WORKSTATION SETUP

ERGONOMIC WORKSTATION DISCONNECTION:

Workload: Contractor shall provide workload services to include receiving, delivery, install services for furniture, equipment, and other property of the Atlanta VA Health Care System (AVAHCS) and (CBOC and Leased space, (See list of locations at the end of this document) furnishings from multiple campuses to off campus and back and at other off campus locations. This service shall include service to outlying Outpatient Clinics on a less frequent but periodic basis. The selected contractor must provide a clean receiving facility with some usable area that is temperature and humidity controlled.

Contract Period: Option 4 POP Begin: 04-10-2030 POP End: 04-09-2031

LOCAL TRUCK TRIP

NON-LOCAL TRUCK TRIP:

ERGONOMIC WORKSTATION SETUP

ERGONOMIC WORKSTATION DISCONNECTION:

B.4 DELIVERY SCHEDULE

1670 CLAIRMONT ROAD

DECATUR, GA 30033

US

(404) 321-6111 x3142 Kenneth.Scott6@va.gov

90.00

12.00

100.00

100.00

8,320.00

90.00

12.00

100.00

100.00

8,320.00

90.00

12.00

100.00

100.00

8,320.00

90.00

12.00

100.00

100.00

8,320.00

90.00

12.00

100.00

100.00

Page 1 of Page 1 of

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 March 1, 2026 through February 28, 2031.

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

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

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500.00, 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 $80,000.00;

(2) Any order for a combination of items in excess of $1,600,000.00; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 7 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

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

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

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