36C26125Q0860.docx

36C26125Q0860

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

459-25-4-636-0046 36C26125Q0860 08-22-2025 Gary Christensen | gary.christensen@va.g 650-493-5000 x65825 08-28-2025 13:00

PDT

Department of Veterans Affairs Network Contracting Office 21

X 811114 $9 Million N/A X See Statement of Work

Network Contracting Office 21

FMS-VA-2(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This solicitation is to provide vehicle maintenance and repairs for the electric vehicle fleet at the Veterans Affairs Pacific Island Health Care System (VAPIHCS).

Period of Performance Base: 09/30/2025 - 09/29/2026 Option Year 1: 09/30/2026-09/29/2027 Any questions must be submitted by 3:00 PM PDT on 08/26/2025 and sent to gary.christensen@va.gov referencing solicitation Number: 36C26125Q0860 Vehicle Maintenance See CONTINUATION Page X X Gary Christensen Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

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 36C261

Network Contracting Office (NCO) 21

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. VA's Electronic Invoice Presentment and Payment System - The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to register and begin submitting electronic invoices, free of charge. The Department of Veterans Affairs Tungsten Number is: AAA544240062 (this allows you to file invoices online for free.)

More information on the VA Financial Services Center is available at: http://www.fsc.va.gov/einvoice.asp.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Preventative & Corrective Maintenance

Contract Period: Base POP Begin: 09-30-2025 POP End: 09-29-2026 PRINCIPAL NAICS CODE: 811114 - Specialized Automotive Repair PRODUCT/SERVICE CODE: J023 - Maintenance, Repair, and Rebuilding of Equipment - Ground Effect Vehicles, Motor Vehicles, Trailers, and Cycles

Part Stocking

POP Begin: 09-30-2025 POP End: 09-29-2026

PRODUCT/SERVICE CODE: J023 - Maintenance, Repair, and Rebuilding of Equipment - Ground Effect Vehicles, Motor Vehicles, Trailers, and Cycles

Unscheduled Maintenance and Repairs

POP End: 09-29-2026

PRODUCT/SERVICE CODE: J023 - Maintenance, Repair, and Rebuilding of Equipment - Ground Effect Vehicles, Motor Vehicles, Trailers, and Cycles

Replace Existing Campus Vehicle Battery Array (5ea)

POP End: 09-29-2026

PRODUCT/SERVICE CODE: J023 - Maintenance, Repair, and Rebuilding of Equipment - Ground Effect Vehicles, Motor Vehicles, Trailers, and Cycles

Preventative & Corrective Maintenance

Part Stocking

Unscheduled Maintenance and Repairs

Page 1 of Page 1 of

B.3 STATEMENT OF WORK

VA Hawaii Pacific Health Care Systems (VAPIHCS) Campus Vehicle Maintenance Program

1. INTRODUCTION

This Statement of Work (SOW) outlines the requirements and scope of work for the maintenance, repair, and lifecycle support of the VA Pacific Islands Health Care System (VAPIHICS) campus vehicle fleet. This contract will cover all necessary services to ensure the readiness, reliability, and long-term operational performance of the campus fleet used for daily operations and logistics.

2. SCOPE OF WORK

The contractor shall provide comprehensive maintenance, repair, and lifecycle support for the campus fleet, ensuring that all vehicles are maintained in operational condition, in compliance with applicable manufacturer standards, and ready for deployment when required. The work will include, but is not limited to, routine maintenance, preventative maintenance, inspections, troubleshooting, repair services, and parts management.

3. OBJECTIVES

· Inspect and repair the campus fleet of Vantage EV7C, EV7P & 72V electric vehicles.

· Complete replacement of all electric batteries for 5 existing campus vehicles and return to service. Vantage model numbers: EV7Cx2 and EV7Px3

· Maintain the operational availability and performance of the campus fleet (total 14 vehicles).

· Extend the lifecycle of vehicle components through proactive maintenance and timely repairs.

· Ensure all maintenance activities are completed in compliance with manufacturer’s specifications and standards.

· Provide timely support in the event of breakdowns or vehicle issues.

· Vehicle locations may be parked at any of the four VA Buildings located on Tripler Campus. The COR will notify the contractor on specific locations for each vehicle.

Location Information:

E-Wing Bldg T-1 1 Jarret White Rd Honolulu, HI 96819

Community Living Center (CLC) Bldg 110 110 Krukowski Rd Honolulu, HI 96819

Ambulatory Care Clinic (ACC) Bldg 30 459 Patterson Rd.

Honolulu, HI 96819

Parking Structure Bldg 32 114 Krukowski Rd Honolulu, HI 96819

4. TASKS AND DELIVERABLES

The following tasks will be performed under this contract:

Preventative Maintenance:

Regularly scheduled maintenance services to include battery inspections, charging systems checks, tire rotations, brake systems maintenance, and general electrical systems diagnostics and including items as scheduled in the table below. Deliverables: Service reports.

Front Suspension Alignment

X

Change Drive Axle Fluid

X

Remove Wheels, Inspect Brake Wear & Adjust Breaks

X

Check for Break & Fluid Leaks

X

Check Suspension & Drive Systems

X

· Corrective Maintenance & Repair:

Perform necessary repairs for malfunctioning components, including but not limited to powertrains, batteries, electrical systems, and vehicle control systems.

Deliverables: Repair completion reports, Replacement part documentation.

· Lifecycle Support of Parts:

Manage the life cycle of all parts, including tracking usage, wear, and condition to predict and prevent potential failures. The contractor will be responsible for sourcing, replacing, and managing spare parts inventory including having on-hand at least one of each of the three most changed parts for the vehicles.

Deliverables: Parts inventory report, Lifecycle analysis report, Procurement and replacement records. Any parts and work performed by the incumbent within last calendar year, shall be warrantied for up to 12 calendar months. VA is limited on parts replaced documents.

· Warranty Coverage The Contractor shall provide a warranty on all replacement parts installed under this contract, whether furnished by the Contractor or procured through subcontractors. The warranty shall guarantee that all parts are free from defects in material and workmanship for a minimum period of 12 months or 12,000 miles of vehicle operation (whichever comes first) from the date of installation, unless the manufacturer’s warranty provides for a longer period, in which case the longer period shall apply.

Warranty Service

a. If any warranted part fails or is found to be defective during the warranty period, the Contractor shall, at no additional cost to the Government, promptly replace or repair the defective part.

b. Warranty work shall include all associated labor, materials, and transportation necessary to restore the vehicle to operational condition.

c. All warranty repairs shall be completed within five (5) business days of notification by the COR, unless otherwise approved.

Documentation Contractor will keep a record of parts installed along with warranty periods for each. They will ensure they have a Preventative Maintenance schedule produced to the COR 30 days after the contract is awarded.

Inspections and Diagnostics:

Perform regular vehicle inspections, both scheduled and unscheduled, to identify any issues before they affect performance. Diagnostics should include evaluating the vehicle’s electrical and mechanical systems, including the power battery, charging systems, and drive units.

Deliverables: Inspection and diagnostic reports.

5. UNSCHEDULED MAINTENANCE AND REPAIRS

(1) Repairs shall be provided for administratively by separate Contract Line-Item Number (CLIN) to meet the needs of work requirements to maintain vehicle integrity and minimize user interruptions.

a. The Contractor shall coordinate with the COR to identify repair needs, develop repair scopes of work and complete necessary repairs. Each repair need shall be facilitated through proposal submission and approval by the contract requirements.

b. If repairs require work outside the scope of routine maintenance, the Contractor shall notify the COR for appropriate decision and action response.

c. Demand maintenance procedures shall be followed for non-reoccurring maintenance repair work. This work includes for example vehicle start up, battery replacement, and other items in similar scope. Scope can also determine complete replacement of a device if necessary.

(2) Unscheduled maintenance and repairs are defined as any work that is requested and authorized by the government that is within the scope of this contract’s related work but in addition to the contract requirements. The intent is to remain in compliance with all regulatory guidance prescribed in this scope of work.

a. After performing applicable inspections, if Contractor detects any work of this nature, the Contractor will immediately report it to the COR, but work shall not be performed until the Contractor and the CO or COR, as appropriate, have reached an agreement on the price to accomplish the required repairs. Work shall be performed immediately, if necessary (i.e., an emergency), although typically, a 48-hour notice will be given by the CO or COR.

b. Upon receipt of an Unscheduled Maintenance and Repairs request, the Contractor shall assess the requirement and prepare a quote with a statement of work and provide to the COR within 30 calendar days of the government request.

c. Unscheduled Maintenance and Repairs shall be approved in accordance with the terms of the contract before work may proceed. Upon approval, the Contractor shall work with the COR to assign a priority and required completion date to the work. Work shall generally be performed during normal business hours Monday – Friday, excluding Federal Holidays, and be completed in accordance with terms of the Statement of Work under which the work was awarded.

d. The contract value of Unscheduled Maintenance and Repairs will be approved in writing by the COR or CO who will approve billing against this CLIN. The entire contract value of Unscheduled Maintenance and Repairs may not be expended in an annual contract period if the funds are not required in the execution of the contract work.

6. SCHEDULE AND PERIOD OF PERFORMANCE

The period of performance for this service contract is for one base year with one (1) option year.

Recognized Holidays. Except for work categorized as emergency, the contractor is not required to provide all services on the federal holidays.

Federal Holidays: National Holidays observed by the Federal Government are:

Note: Any of the above holidays falling on a Saturday or Sunday will be observed on the date designated by the Federal Government.

7. WORK HOURS

1. For service that does not require any work stoppage or that will not disrupt normal hospital of clinical operations, the Contractor shall perform services during normal working hours (weekdays, excluding Federal holidays, from 7:00 a.m. to 5:00 p.m.) acceptable to the COR.

2. All services that interrupt or interfere with normal business hours shall be coordinated in advance with the COR; this may require the Contractor service being performed outside of normal working hours.

3. The Contractor shall allocate 8 hours per month or 96 hours per service year of overtime costs to support off hour repairs and maintenance to reduce impacts to the vehicles. The Contractor shall provide prompt emergency call back service within two (2) hours for all vehicles after being notified at any hour of any day of the week. Upon arriving at the Medical Center to perform services, the Contractor shall report to the specified location for each vehicle or designated area determined by the COR.

8. PERFORMANCE STANDARDS

· Availability: The campus fleet should aim for a readiness rate of at least 90% of operational vehicles, with downtime minimized through proactive maintenance and repair practices.

· Response Time: The contractor will respond to maintenance requests within 2 days for routine maintenance requests.

· Quality Assurance: All maintenance activities will comply with VA specifications and industry best practices.

9. QUALITY CONTROL AND ASSURANCE

The contractor will establish and maintain a quality control plan to ensure that all work is performed to meet or exceed VA safety standards. This will include routine audits, adherence to safety protocols, and thorough documentation of all maintenance and repairs.

10. SAFETY AND COMPLIANCE

All maintenance operations will comply with VA safety standards and regulatory requirements for vehicle maintenance. The contractor will ensure that all personnel are properly trained and equipped to handle electrical vehicle systems, with a focus on safety and environmental concerns. Ensure all fluids that are being used for any maintenance or repairs are in the proper containers. Disposal of any unserviceable and recyclable parts is the responsibility of the Contractor. The Contractor shall not place any parts, debris, used containers, or any garbage into Government-owned dumpsters. Disposal shall be in compliance with all Federal, State, Local and Environmental regulations. Under no circumstances shall any items be disposed of on government property as per VAIPHCS policy.

11. REPORTING REQUIREMENTS

The Contractor shall adhere to all requirements for work conducted on Federal property as prescribed by VA standards and provisions. The Contractor shall assume that there are no staging areas available within the facility premises. If necessary, staging areas may be put into effect at the discretion of the Contracting Officers Representative (COR), depending on availability. The Contractor shall note that there is absolutely NO Contractor employee parking in ‘Patient Parking’ designated areas.

The contractor shall provide the following reports at the designated intervals:

· Quarterly Maintenance Report: An in-depth report summarizing the overall performance of the fleet, including operational hours, battery life, maintenance costs, pending maintenance activities, vehicle status, and any issues or challenges encountered.

· Annual Lifecycle Report: An analysis of the fleet’s overall life cycle, including parts replacement, expected future needs, and recommendations for continued service.

12. PERFORMANCE MEASURES AND EVALUATION

The contractor’s performance will be evaluated based on the following metrics:

· Fleet readiness and operational availability.

· Timeliness of maintenance and repair work.

· Quality of parts and services provided.

· Compliance with safety and environmental standards.

· Effectiveness of technical support.

13. GOVERNMENT FURNISHED PROPERTY, MATERIALS, and SERVICES

a. The Government will not provide office space or operational facilities to the Contractor. The Contractor shall secure and maintain the necessary office space and other facilities required for performance of this Contract at their own expense.

b. The Government will not provide tools or equipment to the Contractor. The Contract shall furnish all tools required for the performance of this Contract.

c. The Government will not provide any materials to the Contractor.

d. The Government will furnish the following services at existing outlets, for use in those facilities provided by the Government and as required for the work to be performed under this Contract: electricity, fresh water, sewage service, and non-hazardous refuse collection (from existing collection points). Disposal of equipment and construction debris is the responsibility of the Contractor.

e. The Contractor shall not place any debris, used containers, or any garbage into Government-owned dumpsters. Disposal shall follow all Federal, State, Local and Environmental regulations. Under no circumstances shall any items be disposed of on government property as per VAIPHCS policy.

14. CONTRACT ADMINISTRATION

a. 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.

b. The Contracting Officer (CO) 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.

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

d. 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.

e. The Contractor will develop a Maintenance and Repair Plan that will be reviewed and updated annually, and as required by the Contracting Officer. This will be furnished 30 days after contract is awarded.

f. The Contractor’s vehicles will meet current applicable Federal, State, and local specifications and regulations including, but not limited to, licensing, registration, insurance, and safety standards. This is a requirement to gain access onto base for vehicle passes.

15. POINTS OF CONTACT

Contracting Officer: [Contractor will be furnished with CO contact information upon contract award.] Contracting Officer’s Representative (COR): [Contractor will be furnished with COR contact information upon contract award.] Other Key Government Personnel: [Contractor will be furnished with other key government personnel contact information upon contract award.]

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 52.252-2 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/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 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 60 days of contract expiration date.

(End of Clause)

C.4 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 60 days of contract expiration date; 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 any options under this clause, shall not exceed two (2) years.

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond . The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond , until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.8 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.9 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause) (End of Addendum to 52.212-4)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025) (DEVIATION FEB 2025)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved] [] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved] [] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C.