S02 - 36C26325Q0648 - Solicitation.docx

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C26325Q0648 05-09-2025 Alisha Milander

(701) 239-3700 ext. 3176 05-30-2025 12:00

CDT

36C263 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

X

484210 $34 Million

N/A

Department of Veterans Affairs Minneapolis VA Medical Center

One Veterans Drive, Building 70 Minneapolis MN 55417

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

Y

Financial Services Center PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page Perform Moving Services for the Minneapolis VA Medical Center in accordance with the Statement of Work, Price/Cost Schedule, and Rate Table below.

Before quote submission, review ALL solicitation documents.

Review and follow INSTRUCTIONS TO OFFERORS in Section E. E.2 52.212-1 Addendum. See also E.12 52.212-2 EVALUATION -

SIMPLIFIED ACQUISITION PROCEDURES.

Email ALL required and completed documents to:

Alisha Milander at Alisha.Milander@va.gov

Submit all questions via email by 05/23/2025 at 12:00pm CDT.

Response to questions will be posted as an amendment.

See CONTINUATION Page

Traci Johannes

VA-VHA-RPOC-2025-0004

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C263

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Perform Moving Services for the Minneapolis VA Medical Center per the Statement of Work and the Rate Table below.

Contract Period: Base POP Begin: 07-01-2025 POP End: 06-30-2026 PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving PRODUCT/SERVICE CODE: N099 - Installation of Equipment - Miscellaneous

Perform Moving Services for the Minneapolis VA Medical Center per the Statement of Work and the Rate Table below.

Contract Period: Option 1 POP Begin: 07-01-2026 POP End: 06-30-2027

Perform Moving Services for the Minneapolis VA Medical Center per the Statement of Work and the Rate Table below.

Contract Period: Option 2 POP Begin: 07-01-2027 POP End: 06-30-2028

Perform Moving Services for the Minneapolis VA Medical Center per the Statement of Work and the Rate Table below.

Contract Period: Option 3 POP Begin: 07-01-2028 POP End: 06-30-2029

Perform Moving Services for the Minneapolis VA Medical Center per the Statement of Work and the Rate Table below.

Contract Period: Option 4 POP Begin: 07-01-2029 POP End: 06-30-2030

36C26325Q0648

B.3 RATE TABLE

Base Year:

07/01/2025 – 06/30/2026

Option Year 1:

07/01/2026 – 06/30/2027

Option Year 2:

07/01/2027 – 06/30/2028

Option Year 3:

07/01/2028 – 06/30/2029

Option Year 4:

07/01/2029 – 06/30/2030

B.4 STATEMENT OF WORK

1. Introduction:

a. The Minneapolis Veteran Affairs Medical Center (MPLS VAMC) has a requirement to move office furniture and related items on a continuous basis. The Contractor will need to provide a wide variety of moving services throughout the Main Hospital and Community Based Outlying Clinics (CBOC). This service is crucial to the operation of the MPLS VAMC.

2. Objectives:

a. Establish a moving and furniture installation services contract with a reputable contractor that can provide a full range of moving services.

3. Statement of Work:

a. This Moving Services Contract will encompass all facilities that fall under the Minneapolis VA. See list below:

Building 70 – Minneapolis VA Medical Center (One Veterans Drive, Minneapolis, MN) Building 9 – 5447 Minnehaha Avenue South, Minneapolis, MN Building 10 – 5445 Minnehaha Avenue South, Minneapolis, MN Building 49 – One Veterans Drive, Minneapolis, MN Building 68 – One Veterans Drive, Minneapolis, MN Building 76 – Spinal Cord Injury – One Veterans Drive, Minneapolis, MN Building 73 – Regional Counsel – One Veterans Drive, Minneapolis, MN Building 74 – Fisher House I – 5045 E 54th Street, Minneapolis, MN Building 75 – Fisher House II – 5045 E 54th Street, Minneapolis, MN Building 79 – Specialty Clinic – One Veterans Drive, Minneapolis, MN Building 89 – Fort Snelling – 6220 Minnehaha Ave. St Paul, MN Building 217 – Fort Snelling – 217 Bloomington Rd St. Paul, MN Building 222 – Fort Snelling – 222 Bloomington Rd St. Paul, MN Building 223 – Fort Snelling – 6320 Colville Ave. St Paul, MN Building 224 – Fort Snelling – 6100 Minnehaha Ave St. Paul, MN Bishop Whipple Federal Building – 1 Federal Dr. Ft. Snelling, MN

CBOC Addresses in Minnesota and Wisconsin:

Minnesota

Wisconsin

Leased spaces:

6636 Cedar Ave (1st, 2nd and 3rd floor locations)

CRRC (1201 Harmon Place, Minneapolis, MN 55403)

* Locations may be added or deleted based on the VA’s mission.

b. The Contractor shall provide all labor, equipment, tools, vehicles, supplies, and materials necessary to perform all tasks related to moving furniture and supplies. The Contractor shall furnish all packing supplies and equipment to include, but not limited to:

· Furniture pads and blankets (if needed)

· Hand trucks and furniture dollies

· Miscellaneous hand and power tools needed to disassemble and reassemble office equipment.

c. Moving bins/totes will be provide by the MPLS VAMC. These bins/totes will remain the property of the MPLS VAMC. Veteran Affairs Employees are responsible for packing these totes. Contractor shall move them from present location to the destination written on each tote.

d. The Contractor shall be responsible for all aspects of moving office furniture and related items. The Contractor shall also be responsible for the assembly, disassembly, installation, reconfiguration, and transportation of government-owned furnishings. Items to be moved may include, but are not limited to, the following:

· Desks

· File cabinets

· Furniture

· Bookcases

· Chairs/benches

· Exam Tables

· Moving bins/totes (provided my MPLS VAMC)

Contractor staff must have experience with the disassembly and reassembly of office furniture being moved from one location to another for potential immediate use in the new location.

e. The Contractor is responsible for protecting all government-owned furniture and furnishings. Contractor staff will load, transport, and deliver identified items from the current location to a new location specified by the VA Contracting Officer’s Representative/Point of Contact (COR/POC). Contractor staff will deliver items to the designated floor and room number listed on each item.

f. Contractor staff may also be required to rotate items in and out of storage or transport miscellaneous items to and from other locations as mission dictates (i.e. local recycling center).

g. Box truck will only be used on an “as needed basis” and invoiced at a predetermined daily rate. Vehicles used to transport government property must be leased, rented, or owned by the Contractor. Personally-owned vehicles and trailers are prohibited as they are not authorized to move government equipment or property.

h. The VA may provide a space for the Contractor to store equipment when not in use. The Contractor is responsible for arranging this in advance with the COR/POC to ensure space is available, and the Contractor will be responsible for securing these items without damaging VA property. The government is not responsible for damage to or loss of the Contractor’s tools or equipment.

i. The Contractor shall provide sufficient personnel/crews based on workload. In addition, the Contractor shall ensure all crew members are physically able to perform all duties required by this contract. Each Contractor employee performing work under this contract must be able to lift up to 50 pounds repetitively, and occasionally 70 pounds unassisted. The Contractor will provide a minimum of two personnel when performing services.

j. Contractor staff attire will display the Contractor’s name or logo on their shirts that clearly identifies them as representatives of their company. Attire shall always present a professional appearance. Attire shall include long pants, shirts with sleeves, and appropriate, close-toed foot gear. Cut off sleeves or pants are not acceptable.

k. The Prime Contractor must have an office within 60 miles of the Minneapolis Veteran Affairs Main Hospital (Bldg 70) to ensure that the Prime Contractor is capable of performing all moving services requirements of this contract in accordance with this statement of work at any time their Sub-Contractor is not capable of performing moving services as scheduled with the COR/POC.

l. The Prime Contractor and Sub-Contractor must both have five years or more experience moving office furniture, and both the Prime Contractor and Sub-Contractor must have five years or more experience with assembly, disassembly, installation, reconfiguration, and transportation of modular systems furniture and related items. Floor plans will be created by VA Interior Designers with the appropriate layouts of the Modular furniture and will be provided to the Contractor. Furniture may need to be relocated from the Fort Snelling buildings to be assembled in a desired location. Contractor staff shall have knowledge and understanding of floorplans and experience with the appropriate use of tools, laser levels, fasteners, anchors, and support hardware to mount the modular furniture according to the manufacturer’s requirements. Appropriate anchors will be provided by the VA.

The most common systems modular furniture at the VA include, but are not limited to, the following:

· Herman Miller Action Office

· Herman Miller Etho Space

· Herman Miller Canvas

· Herman Miller Compass

· Herman Miller Mora System

· Herman Miller Commend

· Herman Miller Co Struc System

· Steelcase 9000 Series Desks

· Steelcase Series 5

· Steelcase Answer

The modular pieces include, but are not limited to, the following: Height adjustable tables, 84” high wall track that attaches to the wall with the components such as upper flipper bin cabinets, tackboards, and lights. Contractor staff are expected to assemble cubicle acoustical panels with all the connection pieces, including sliding doors, standard swing doors with other components such as work surfaces, upper flipper bin cabinets, tackboards, and lights.

m. The VA will supply the following items:

· Plastic moving totes/bins.

· Appropriate wall anchors, hardware, and screws for installing modular furniture.

4. Property Damage:

a. Contractor staff shall take necessary precautions to avoid damaging walls, floors, elevators, and other items when performing move activities. Wall and floor protection shall be used to prevent damages.

b. The Contractor must maintain insurance that covers damage to property. The Contractor will be responsible for all costs associated with damages related to moving services activities.

5. Working hours:

a. The anticipated normal work schedule will be Tuesday through Thursday from 7:30 AM – 4:00 PM unless these days fall on a federal holiday. Additional hours must be coordinated through the COR/POC. Contractor staff will only be paid for hours worked at the VA. Traveling/commuting time to work at the MPLS VAMC and back home and lunch times are not considered to be hours worked. A 30-minute unpaid period for lunch is expected during the work day.

b. Due to the changing dynamics of VA, the Contractor may be required to perform service after hours, on weekends, or over holidays. Some projects may only be performed during non-duty hours to avoid disruptions to patient care. Overtime work must be first approved and assigned by the COR/POC. Refer to the Rate Table for applicable rates.

Observed Federal Holidays:

Christmas Day

6. Safety:

a. The Contractor is responsible for maintaining a safe working environment for their employees as well as VA patients, visitors, and staff. Appropriate Personnel Protective Equipment will be worn while performing work at the MPLS VAMC. Work areas will be kept clean throughout the day, and all trash and demolished materials will be properly disposed of daily. Tools and equipment will not be left unattended in areas open to the public.

7. Security:

a. Contractor staff will utilize a temporary vendor’s security badge until a permanent security PIV badge can be issued. Temporary badge use will not exceed 30 calendar days.

b. The Contractor shall comply with Minneapolis VA security, access, and badging requirements. Employees must provide fingerprints and be able to pass a background check so they can obtain a security access badge.

c. All Contractor staff will need a valid individual personal or professional email account that can be easily checked. This email will be used to correspond with the security office to update and inform employees on how to obtain their security badges. Notifications regarding fingerprint scheduling/appointments, background investigation tasks, and Training Management System (TMS) required classes will be sent to their email address throughout the badging process.

d. The Contractor shall submit all required security badging documents for each employee performing work under the contract within five (5) business days from the award date of contract. All documents must be legible. The following documents shall be sent to the Contractor via email after the contract is awarded.

· OF 306 – Must be Typed. Submission of handwritten forms will not be acceptable.

· Self-Certification

· VA 10-2417

· Employee Fingerprint Resource Form

e. Contractor staff are required to check in with the COR/POC or designated representative (Move Coordinator/Interior Design Coordinator) upon arrival at the facility to obtain instructions, work orders, and project location information. Daily performance log sheets are required to be submitted to the COR/POC or designated representative weekly.

f. Appropriate vendor staff (as determined by the VA) performing the duties of the Statement of Work shall complete the computer-based training course “TMS 10176 Infosec/Rules of Behavior”.

g. Contractor staff shall be escorted while in MPLS VAMC sensitive locations.

8. Parking/Storage:

a. Parking is available in parking lots 11, 43A, and 43B for vehicles (automobiles and pickup trucks).

b. Larger vehicles, equipment, job site trailers, or storage containers must utilize parking lot 43A only. The Contractor’s contact information (name and phone number) is required to be displayed on all vehicles, equipment, trailers, or containers that are stored overnight at the MPLS VAMC. Dropping off tools and materials at the loading dock is permitted but no parking is allowed in the loading dock area. Unattended vehicles in unauthorized parking areas will be ticketed by MPLS VAMC Police.

SECTION C - CONTRACT CLAUSES

NOTE: In accordance with Memorandum Class Deviation from the Federal Acquisition Regulation Executive Orders 14173 and 14168 dated 03/20/2025, FAR Clause 52.212-5, Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (JAN 2025) (DEVIATION FEB 2025) has been implemented into this contract.

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 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2025)

(a) Definitions. As used in this contract— HUBZone small business concern means a small business concern that meets the requirements described in 13 CFR 126.200, certified by the Small Business Administration (SBA) and designated by SBA as a HUBZone small business concern in the Dynamic Small Business Search (DSBS) and SAM.

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern— (1)(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) Service-disabled veteran, as used in this definition, means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs’ Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that—

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation and qualified as a small business under the criteria and size standards in 13 CFR part 121, including the size standard that corresponds to the NAICS code assigned to the contract or subcontract.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent of which is owned and controlled (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13 CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Veteran-owned small business concern means a small business concern—

(1) Not less than 51 percent of which is owned and controlled by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned small business concern means a small business concern—

(1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(b) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns.

(c)(1) A joint venture qualifies as a small business concern if—

(i) Each party to the joint venture qualifies as small under the size standard for the solicitation; or

(ii) The protégé is small under the size standard for the solicitation in a joint venture comprised of a mentor and protégé with an approved mentor-protégé agreement under a SBA mentor-protégé program. (See 13 CFR 125.9(d).); and

(2) A joint venture qualifies as a HUBZone small business concern if it complies with the requirements in 13 CFR 126.616(a) through (c).

(d) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor's compliance with this clause.

(e)(1) Unless the Contractor has reason to question the representation, it may accept a subcontractor’s written representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a women-owned small business if the subcontractor represents that the size and socioeconomic status representations with its offer are current, accurate, and complete as of the date of the offer for the subcontract.

(2) Unless the Contractor has reason to question the representation, it may accept a subcontractor’s representations of its size and socioeconomic status as a small business, small disadvantaged business, veteran-owned small business, service-disabled veteran-owned small business, or a women-owned small business in the System for Award Management (SAM) if—

(i) The subcontractor is registered in SAM; and

(ii) The subcontractor represents that the size and socioeconomic status representations made in SAM are current, accurate and complete as of the date of the offer for the subcontract.

(3) The Contractor may not require the use of SAM for the purposes of representing size or socioeconomic status in connection with a subcontract.

(4) In accordance with 13 CFR 121.411, 126.900, 127.700, and 128.600, a contractor acting in good faith is not liable for misrepresentations made by its subcontractors regarding the subcontractor's size or socioeconomic status.

(5) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing SAM or by accessing DSBS at https://web.sba.gov/pro-net/search/dsp_dsbs.cfm. If the subcontractor is a joint venture, the Contractor shall confirm that at least one party to the joint venture is certified by SBA as a HUBZone small business concern. The Contractor may confirm the representation by accessing SAM.

(End of Clause)

C.4 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2025)

(a) This clause does not apply to small business concerns.

(b) Definitions. As used in this clause— Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C. 1626(e)(2).

Commercial plan means a subcontracting plan (including goals) that covers the offeror's fiscal year and that applies to the entire production of commercial products and commercial services sold by either the entire company or a portion thereof (e.g., division, plant, or product line).

Commercial product means a product that satisfies the definition of ‘‘commercial product’’ in Federal Acquisition Regulation (FAR) 2.101.

Commercial service means a service that satisfies the definition of ‘‘commercial service’’ in FAR 2.101.

Electronic Subcontracting Reporting System (eSRS) means the Governmentwide, electronic, web-based system for small business subcontracting program reporting. The eSRS is located at http://www.esrs.gov.

Indian tribe means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic enterprises that meet the requirements of 25 U.S.C. 1452(e).

Individual subcontracting plan means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offeror's planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract.

Master subcontracting plan means a subcontracting plan that contains all the required elements of an individual subcontracting plan, except goals, and may…