36C26027Q0062.docx

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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

36C260-26-AP-0073

36C26027Q0062 10-06-2026 Craig Ritchey 253-888-4928 10-21-2026 17:00

EDT

36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

X

339115 1000 Employees

NET 30

N/A

36C531 Department of Veterans Affairs Boise VA Medical Center VISN 20 OFL, Bldg. 28 500 W. Fort Street Boise ID 83702 36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

This is for Consumables that are compatible with Satisloh Ophthalmic Manufacturing Equipment (see Consumables Requirements Description on page 4 for equipment).

Period of Performance:

12/05/2026 - 12/04/2031

Please see Section E for offeror instructions.

Contracting POC: Craig Ritchey at Craig.Ritchey@va.gov

$0.00

One

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONSUMABLES REQUIREMENT DESCRIPTION

Background:

The Department of Veterans Affairs, Veterans Integrated Service Network 20 Optical Fabrication Lab (OFL) has an ongoing program to furnish eyeglasses to eligible Veterans.

It is anticipated that the OFL will manufacture and produce an estimated (EST) 75,000 to 150,000 pairs of ophthalmic eyewear per annum with an estimated average of 8,000 pairs per month. The OFL currently owns and operates a full Satisloh Digital Surfacing, Finishing, and Anti-Reflective Coatings Lab. The quantities identified herein are estimates only. The actual quantities will be based upon the number of patients who are determined eligible by the VA to receive ophthalmic eyewear.

Scope:

The Contractor will provide all consumables associated with operating ART-Blockers, VFT-Orbit generators, DUO-flex polishers, Auto Magna-spin Coaters, ART-Deblockers, ES-4 Edger systems, and a MX380-Anti-Reflective Coating center.

Consumables – Items that are used and/or consumed in the making of a final good. Examples of Surfacing consumables are (but not limited to) diamond tooling, polish pads, polish, coolant, and PCD cutters. Examples of Finishing consumables are (but not limited to) cutting blades, blocking pads, dressing stones, and vacuum bags. Examples of Coating consumables are (but not limited to) satin, liners, filaments, and lens towels.

1. Specific Tasks:

1.1 Contractor will provide all consumables per piece of equipment covered under the Secure STEP program as ordered by the OFL. This includes two (2) ART Blockers, two (2) VFT-Orbit Generators, three (3) DUO-Flex Polishers, one (1) ART De-blocker-A, one (1) ART De-blocker-M, one (1) MC-380-X, and two (2) ES-4 edging systems. Any new additions to the OFL equipment set will be included on future Consumables program coverage. Contractor will provide the consumables needed for processing lenses through the OFL equipment. Any proposed substitutes for, or changes to the approved consumables list must be approved in writing by the Contracting Officer (CO). All consumables will have a warranty against manufacturer material defects and components.

1.2 Backorders: If there is a backorder on any consumable item, the contractor must contact the OFL manager no later than 24 hours by telephone or email (verbal or email) after receipt of order. The contractor will provide the OFL manager with an estimated time of arrival of the backordered product. If the timeframe warrants a substitution (longer than 30 days), the contractor will notify the OFL manager immediately of a suitable substitution. If the contractor anticipates that a particular consumable item will continue to be unavailable for an extended period, and if acceptable to the OFL manager, the substitute may be made part of the contract with a bilateral modification and written notification from the CO. A sample of the substitution will be sent to the OFL manager at no charge.

1.3 Contractor will immediately notify the OFL manager in the event of a product recall, removal, required adjustment, required modification or a substitution that is suggested or mandated by the contractor, distributor, manufacturer, or any regulatory or official agency. The information included in this notification shall include:

· A complete item description, identification

· Administrative identification data including contract number, order number, and order date

· Reason for recall, removal, adjustment, or modification

· Instructions for appropriate corrective actions

1.4 Contractor will notify the OFL manager within 24 hours if there is a depletion of stock of a specific consumable item. The OFL manager and the CO will approve or disprove all replacement consumables.

2. Invoicing and Billing

2.1 An itemized statement of charges shall accompany each filled order from the contractor. This statement of charges must include invoice number, VA Obligation Number (Task Order number), ordering PO number, Order Date, Ship Date, Description of items, and show quantities of each item ordered, shipped, and backordered, as well as item cost, extended cost, and invoice total cost. The itemized billing invoices will be submitted to the VA Financial Services Center (VAFSC) for payment through Tungsten Network for payment no later than 10 working days after each month of service. Billing invoices can be submitted sooner if desired by the Contractor. All invoices will be submitted in accordance with these instructions. Invoices for backordered frames must reference the original invoice that the frame was backordered on to include the line-item number and the frame description and the original order date.

2.2 It is expected that at the onset of the contract, the vendor and VA may not be able to immediately begin the above billing process in which case the initial preferred method of payment may be the Government Purchase Card, and the contractor must be Level II billing capable and able to accept the credit card for payment. If this involves additional equipment or computers, this will be at the contractor’s expense. The Government issued purchase order number shall be inserted in the vendor purchase order block.

2.3 Any billing discrepancies shall be addressed with the vendor for resolution within 15 days from the receipt of the comprehensive bill.

2.4 The VA may dispute a charge if an invoice has not been received and/or the product has not been received. If VA disputes a charge, that charge will be deducted from the invoice amount to be paid and the contractor notified accordingly. The invoice must consist of ordering and shipping. Therefore, the contractor may provide proof of shipment of frames with a proper invoice listed above. Payment can be made only after certification from the COR or designee that the prices billed are correct.

3. Ordering and Shipping:

OFL requires the contractor to deliver items ordered under this contract:

3.1 Contractor shall deliver all items no later than SEVEN (7) BUSINESS DAYS after receipt of each order. NOTE: If the delivery date falls on a weekend or a holiday, then the delivery date shall be the next normal duty day. Contractor will use the OFL UPS shipping codes for all consumables purchased. That code is Y84W48. The contractor shall provide telephonic or email written notification to the OFL and show cause in the event they are unable to deliver the required items in accordance with the Government’s required delivery date. Failure by the contractor to provide a written notification as stated above within 24 hours after receipt of an order constitutes acceptance of an order.

3.2 There may be occasion for the Government to request receipt of an expedited delivery. In such cases, the ordering activity will telephonically contact the contractor and notify the contractor of such a requirement. Delivery of those items shall be to the VISN 20 OFL located at 500 W. Fort St. BLDG 28, Boise, ID 83702. All consumables ordered shall be delivered as UPS GROUND unless expedited delivery has been directed. NOTE: If the delivery date falls on a weekend or a holiday, then the delivery date shall be the next normal duty day. Contractor will use OFL UPS shipping codes for shipping charges. The contractor shall provide telephonic or email written notification to the OFL and show cause in the event they are unable to deliver the required items in accordance with the Government’s required delivery date. Failure by the contractor to provide a written notification as stated above within 24 hours after receipt of an order constitutes acceptance of an order. Any additional costs incurred by the contractor for meeting this requirement shall be negotiated in accordance with clause 52.212-4(c), Contract Terms and Conditions—Commercial Items.

3.3 The expectation is that the contractor will monitor their stock and propose a substitute before consumable items become unavailable. However, the contractor shall notify the OFL via email or fax in the event of backorders or other delays. If there is a backorder on any consumable item, the contractor must contact the VA no later than 24 hours after the contractor is notified by the item manufacturer/supplier. The contractor shall offer the OFL a substitute of equal or higher quality. If acceptable to the VA, the substitute may be made part of the contract with a bilateral modification. The contractor’s notification shall include the cause for delay, remedy date and date of expected shipment to the designated address as indicated on the order. Failure by the contractor to provide a written notification within twenty-four (24) hours as specified above constitutes a performance failure, the CO will then undertake any action authorized pursuant to the contract or otherwise in accordance with applicable law and regulations. Shipping charges shall be accounted for in the per unit prices quotes and will not be paid for separately by the VA.

3.4 Delivery of consumables will be directly to the V20 OFL, ATTN: Purchasing Agent, 500 W. Fort St. BLDG 28, Boise, ID 83702. at no extra charge to the Government for routine delivery (2nd Day) to the above destination.

3.5 The contractor shall provide all consumables ordered in strict conformance to the order sheet provided by the OFL at the time of ordering. Verification of orders and delivery to the OFL shall be documented and provided to the OFL manager during each billing cycle.

4. Warranty During the warranty period, the contractor shall make all necessary adjustments (i.e., material defects and component failures) and replacement.

4.1 The contractor warrants/guarantees the consumables against defective material and/or workmanship for a minimum of one year from the date of acceptance. Manufacturer’s warranties of consumables and components that extend beyond the minimum one-year period will be expressed and enforced.

4.2 The contractor agrees to furnish without additional cost to the Government, all labor, and materials necessary to correct defects that were detected during the guarantee period. Defective consumables will be replaced through exchange of defective stock.

4.3 Should a consumable order be incorrectly filled; the contractor agrees to make corrections at no additional cost to the Government including restocking fees. Full credit will be given on all returned, recalled, or discontinued items. These conditions do not apply to adjustments incidental to the normal wear and tear of use or where there is evidence of deliberate misuse or alteration by anyone other than the contractor.

4.4 If consumables are returned to the contractor for correction of a problem due to contractor error, the corrected consumables order shall be returned to the OFL within 48 hours of contractor receipt of the returned items.

5. Other Pertinent Information or Special Considerations

5.1 Inspection and Acceptance Criteria

All Consumable items and maintenance kits for PM’s provided by the contractor shall be new and in the original containers shipped to OFL using UPS shipping code Y48W84 and UPS Ground as the delivery method unless other means are identified at the time of order. Consumables may be returned for credit or exchange for other consumables as needed by the OFL.

6. Place of Performance:

Consumables will be delivered to the OFL located at the Boise VA Medical Center BLDG 28 Boise, ID 83702, unless a location change is specifically requested by the OFL Supervisor.

7. Business Hours:

The OFL’s standard operating hours are 6:00 a.m. – 4:30 p.m. M-F, (exclusive of federal holidays) Mountain Time

8. Federal Holidays:

Unless specifically authorized in writing by the CO, no services will be provided, and no charges will be incurred and/or billed to any order on any of the Federal Holidays listed below.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide consumables to the Optical Fabrication Lab per the Consumables Requirement Description and the D.1 Consumables Price List.

Must be compatible with Satisloh Optical Lab Equipment that will not void warranties.

Contract Period: Base POP Begin: 12-05-2026 POP End: 12-04-2027

Provide consumables to the Optical Fabrication Lab per the Consumables Requirement Description and the D.1 Consumables Price List.

Contract Period: Option 1 POP Begin: 12-05-2027 POP End: 12-04-2028

Provide consumables to the Optical Fabrication Lab per the Consumables Requirement Description and the D.1 Consumables Price List.

Contract Period: Option 2 POP Begin: 12-05-2028 POP End: 12-04-2029

Provide consumables to the Optical Fabrication Lab per the Consumables Requirement Description and the D.1 Consumables Price List.

Contract Period: Option 3 POP Begin: 12-05-2029 POP End: 12-04-2030

Provide consumables to the Optical Fabrication Lab per the Consumables Requirement Description and the D.1 Consumables Price List.

Contract Period: Option 4 POP Begin: 12-05-2030 POP End: 12-04-2031

B.3 DELIVERY SCHEDULE

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

208-422-1000, Ext. 7300 daina.sites@va.gov

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

B.4 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.5 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact:

Alternate Point of Contact:

UEI:

Cognizant Office (Include complete address):

NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

B.6 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.7 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $600,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. There is not a Ceiling Limit over the period covered by the Agreement. Authorization for individual orders above the stated Order Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.8 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.9 PERIOD OF PERFORMANCE

This BPA expires on 12-04-2031 or such later ending date as determined by the exercise of any option.

B.10 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.11 PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(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 http://www.va.gov/oal/library/vaar/index.asp

(End of Clause)

C.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

(a) Definitions. As used in this provision— "Administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

"Federal contracts and grants with total value greater than $10,000,000" means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

"Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of Provision)

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 15 days of expiration.

(End of Clause) C.5 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION APR 2026) (a)Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of Clause)

C.6 52.223-23 SUSTAINABLE PRODUCTS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— Sustainable products means—

(1) A product that contains recovered material designated by the EPA under the Comprehensive Procurement Guidelines (42 U.S.C. 6962) (40 CFR part 247) (https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program#products).

(2) An energy-efficient product or low standby power device (42 U.S.C. 8259b) (10 CFR part 436, subpart C) (https://www.energy.gov/femp/search-energy-efficient-products, https://www.energystar.gov/products?s=mega, and https://www.energy.gov/femp/low-standby-power-product-list).

(3) A biobased product that meets the content requirements of the USDA under the BioPreferred® program (7 U.S.C. 8102) (7 CFR Part 4270) (https://www.biopreferred.gov/)

(4) A substance identified in the EPA’s Significant New Alternatives Policy (SNAP) program as a safe alternative to an ozone-depleting substance (42 U.S.C. 7671l) (40 CFR part 82, subpart G) (https://www.epa.gov/snap/unacceptable-and-acceptable-substitutes-tables).

(b) Requirements. The Government has identified in the statement of work or elsewhere in the contract the sustainable products that are required during the performance of this contract. The Contractor shall ensure that it provides sustainable products as required by this contract, when the products are—

(1) Delivered to the Government;

(2)Furnished for use by the Government;

(3) Incorporated into the construction of a public building or public work; or

(c) Furnished for use in performing services under this contract, where the cost of the products is a direct cost to this contract.

(End of Clause)

C.7 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (SEP 2025) (DEVIATION)

(a) As used in this clause— After-imposed Federal tax means any new or increased Federal excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes.

After-relieved Federal tax means any amount of Federal excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

All applicable Federal, State, and local taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

Contract date means the date set for bid opening or, if this is a negotiated contract or a modification, the effective date of this contract or modification.

Local taxes includes taxes imposed by a possession or territory of the United States, Puerto Rico, or the Northern Mariana Islands, if the contract is performed wholly or partly in any of those areas.

(b)(1)…