36C26326Q0148.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

36C26326Q0148 11-19-2025 Alisha Milander

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

CST

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT PAUL MN 55101

X X 811210 $34 Million X N/A X

DEPARTMENT OF VETERANS AFFAIRS

FORT MEADE VA MEDICAL CENTER

113 COMANCHE RD

FORT MEADE SD 57741

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT PAUL MN 55101

Y

DEPARTMENT OF VETERANS AFFAIRS

FINANCIAL SERVICES CENTER

PO BOX 149971

AUSTIN TX 78714-9971

See CONTINUATION Page Perform equipment testing and program monitoring services of the radiology and quality programs at the Fort Meade VA Medical Center, Rapid City CBOC, and Hot Springs VA Medical Center locations in accordance with the Price/Cost Schedule and the Statement of Work.

Prior to submitting a quote, review all documentation in this solicitation.

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

52.212-2 EVALUATION -

SIMPLIFIED ACQUISITION PROCEDURES.

Email ALL required and completed documents to:

Alisha Milander at Alisha.Milander@va.gov Please submit all questions via email by 11/25/2025 at 12:00 PM Central Time.

Response to questions will be posted as an amendment.

See CONTINUATION Page X X X 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

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

316 ROBERT STREET N, SUITE 506

SAINT 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 certification via X-ray equipment testing, dose rate testing, and performance monitoring on radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System during the month of April 2026 in accordance with the Statement of Work.

Contract Period: Base POP Begin: 12-15-2025 POP End: 12-14-2026 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: H266 - Equipment and Materials Testing - Instruments and Laboratory Equipment

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of April 2026 in accordance with the Statement of Work.

POP Begin: 12-15-2025 POP End: 12-14-2026

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of October 2026 in accordance with the Statement of Work.

POP Begin: 12-15-2025 POP End: 12-14-2026

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring as requested on all newly acquired radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System throughout the period of performance and also perform follow-up testing on existing equipment on an as-needed basis when repairs are made or equipment is changed out requiring re-testing in accordance with the Statement of Work.

POP Begin: 12-15-2025 POP End: 12-14-2026

Travel Expenses to perform services in accordance with the Statement of Work. Not to exceed $2,500 per instance.

POP Begin: 12-15-2025 POP End: 12-14-2026

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring on radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System during the month of April 2027 in accordance with the Statement of Work.

Contract Period: Option 1 POP Begin: 12-15-2026 POP End: 12-14-2027

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of April 2027 in accordance with the Statement of Work.

POP Begin: 12-15-2026 POP End: 12-14-2027

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of October 2027 in accordance with the Statement of Work.

POP Begin: 12-15-2026 POP End: 12-14-2027

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring as requested on all newly acquired radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System throughout the period of performance and also perform follow-up testing on existing equipment on an as-needed basis when repairs are made or equipment is changed out requiring re-testing in accordance with the Statement of Work.

POP Begin: 12-15-2026 POP End: 12-14-2027

Travel Expenses to perform services in accordance with the Statement of Work. Not to exceed $2,500 per instance.

POP Begin: 12-15-2026 POP End: 12-14-2027

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring on radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System during the month of April 2028 in accordance with the Statement of Work.

Contract Period: Option 2 POP Begin: 12-15-2027 POP End: 12-14-2028

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of April 2028 in accordance with the Statement of Work.

POP Begin: 12-15-2027 POP End: 12-14-2028

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of October 2028 in accordance with the Statement of Work.

POP Begin: 12-15-2027 POP End: 12-14-2028

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring as requested on all newly acquired radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System throughout the period of performance and also perform follow-up testing on existing equipment on an as-needed basis when repairs are made or equipment is changed out requiring re-testing in accordance with the Statement of Work.

POP Begin: 12-15-2027 POP End: 12-14-2028

Travel Expenses to perform services in accordance with the Statement of Work. Not to exceed $2,500 per instance.

POP Begin: 12-15-2027 POP End: 12-14-2028

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring on radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System during the month of April 2029 in accordance with the Statement of Work.

Contract Period: Option 3 POP Begin: 12-15-2028 POP End: 12-14-2029

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of April 2029 in accordance with the Statement of Work.

POP Begin: 12-15-2028 POP End: 12-14-2029

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of October 2029 in accordance with the Statement of Work.

POP Begin: 12-15-2028 POP End: 12-14-2029

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring as requested on all newly acquired radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System throughout the period of performance and also perform follow-up testing on existing equipment on an as-needed basis when repairs are made or equipment is changed out requiring re-testing in accordance with the Statement of Work.

POP Begin: 12-15-2028 POP End: 12-14-2029

Travel Expenses to perform services in accordance with the Statement of Work. Not to exceed $2,500 per instance.

POP Begin: 12-15-2028 POP End: 12-14-2029

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring on radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System during the month of April 2030 in accordance with the Statement of Work.

Contract Period: Option 4 POP Begin: 12-15-2029 POP End: 12-14-2030

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of April 2030 in accordance with the Statement of Work.

POP Begin: 12-15-2029 POP End: 12-14-2030

Perform leak testing of sealed sources for the Black Hills Health Care System during the month of October 2030 in accordance with the Statement of Work.

POP Begin: 12-15-2029 POP End: 12-14-2030

Perform certification via X-ray equipment testing, dose rate testing, and performance monitoring as requested on all newly acquired radiographic fluoroscopy X-ray equipment for the Black Hills Health Care System throughout the period of performance and also perform follow-up testing on existing equipment on an as-needed basis when repairs are made or equipment is changed out requiring re-testing in accordance with the Statement of Work.

POP Begin: 12-15-2029 POP End: 12-14-2030

Travel Expenses to perform services in accordance with the Statement of Work. Not to exceed $2,500 per instance.

POP Begin: 12-15-2029 POP End: 12-14-2030

36C26326Q0148

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B.3 STATEMENT OF WORK

1. Introduction

The Black Hills Health Care System, Facilities Management Department requires a Board Certified diagnostic radiological physicist to perform equipment testing and program monitoring services of the radiology and quality programs at the Fort Meade VA Medical Center, Rapid City CBOC, and Hot Springs VA Medical Center locations. The Board Certified diagnostic radiological physicist shall have the capability to support and service ALL listed radiographic/fluoroscopic x-ray equipment and also provide certification as requested of all newly acquired radiographic/fluoroscopic x-ray equipment throughout the period of performance of the contract and all exercised option years.

2. Requirements

a. General:

The Contractor shall provide a Board Certified diagnostic radiological physicist to perform equipment testing as specified in Paragraph 2.b. for all necessary equipment in April of each year (see Paragraph 2.d. Equipment Listing) and program monitoring services of the radiology and quality programs at the Fort Meade VA Medical Center, Rapid City CBOC, and Hot Springs VA Medical Center locations. Services requested also include leak testing of sealed radiation sources as specified in Paragraph 2.c. in April and October of each year for specified equipment (see Paragraph 2.d. Equipment Listing). Additional services include follow-up testing and certification on existing equipment to be done on an as-needed basis as we make repairs or change out equipment that requires certification prior to use.

b. Radiographic Fluoroscopic X-ray Equipment Testing, Dose Rate Testing and Performance Monitoring (All April frequency cycle items in list below)

i. Testing and monitoring will conform to current VHA National Health Physics Program (NHPP) guidelines as noted in the references below.

ii. Testing will include but not be limited to:

· Measurement of radiation output parameters, including beam filtration

· Testing of automatic control systems such as automatic exposure controls of radiographic systems and automatic exposure rate controls of fluoroscopy systems

· Assessment of image quality

· Measurement of appropriate indices of patient doses or dose rates at clinical technique factors with comparison to national standards

· Measurement of minimum detectable activity of the Thyroid Uptake unit;

iii. Monitoring will include but not be limited to:

· A review of the quality control monitoring performed by technologists. The design will conform to the “ACR Technical Standard for Diagnostic Medical Physics Performance Monitoring of Radiologic and Fluoroscopic Equipment” and the “ACR Technical Standard for Diagnostic Medical Physics Performance Monitoring of Computed Tomography (CT) Equipment”, available from the American College of Radiology.

· Appropriate indices of doses to patients, as estimated by the diagnostic radiological physicist for the technique factors used at the facility, must be posted at or near the control console for each x-ray imaging device.

· For radiographic equipment, the entrance skin exposure, air kerma, or dose for a patient of typical size must be posted for common radiographic procedures.

· For fluoroscopic equipment, the entrance skin exposure rate, air kerma rate, or dose rate must be posted for a typical range of patient sizes for common modes of operation, including various image magnification factors, “boost mode,” if available, continuous fluoroscopy, and for pulsed fluoroscopy at the available pulse rates.

· For fluoroscopic equipment, the dose per image for each mode of image recording shall also be posted for a patient of typical thickness.

c. Leak Testing of Sealed Sources (All April/October Frequency Cycle Items in Paragraph 2.d. Equipment Listing):

i. Testing and recordkeeping requirements. Each licensee who uses a sealed source shall have the source tested for leakage periodically. The licensee shall keep a record of leak test results in units of micro curies and retain the record for inspection.

ii. Method of testing. The wipe of a sealed source must be performed using a leak test kit. The wipe sample must be taken from the nearest accessible point to the sealed source where contamination might accumulate. The wipe sample must be analyzed for radioactive contamination.

iii. Test frequency. (1) Each sealed source (except an energy compensation source (ECS)) must be tested at intervals listed (April/October). The Radiation Physicists will provide the wipe test kits, the analysis and the required report.

d. Equipment Listing:

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e. Training Requirements:

Appropriate vendor staff (as determined by the VA) performing the duties of the Statement of Work shall complete (print, review, and sign) the attached TMS 20939 “No Access” document. The Contractor shall send signed TMS 20939 documents to the Contracting Officer’s Representative Jonathan Maruszewski at jonathan.maruszewski@va.gov.

f. Security:

The Contractor shall adhere to only the following IT security sections contained in the IT Contract Security Clause below (VHA Handbook 6500.6):

1. GENERAL

g. Working Hours:

Anticipated hours of work will be Monday through Friday from 7:00 am – 4:00 pm. Additional hours must be coordinated through the COR/POC. Work will not be performed on weekends or federal holidays.

Observed Federal Holidays:

Christmas Day

h. References:

NHPP X-ray imaging guidance : http://nhpp.med.va.gov/NHPP_Diagnostic_Radiology_Info.asp

ARC Technical Standard for Diagnostic Medical Physics Performance Monitoring of Computed Tomography (CT) Equipment.

ARC Technical Standard for Diagnostic Medical Physics Performance Monitoring of Radiological and Fluoroscopic Equipment.

NCRP Report #102 “Medical X-ray, Electron Beam and Gamma-Ray Protection for Energies up to 50MeV (Equipment Design, Performance and Use)”

NCRP Report # 147 “Structural Shielding Design for Medical X-ray Imaging Facilities”

NCRP Report # 99 “Quality Assurance for Diagnostic Imaging Equipment”

NRC NUREG 1556, Volume 9 “Program-Specific Guidance About Medical Use Licenses.

Joint Commission Compliance Checklist: Diagnostic Imaging Standards: EC.02.01.01 - PI.02.01.01

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION OCT 2025)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(d) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable;

(D) Contractor point of contact; and

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(5) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a termination for cause.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures for interest credits prescribed in FAR part 32 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon—

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered under this contract are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

(2) The Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (s)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

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

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

https://www.acquisition.gov/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 at least one (1) day of contract expiration.

(End of Clause)

ADDENDUM TO 52.217-8 EVALUATION OF OPTION TO EXTEND

Evaluation of Option to Extend Services under 52.217-8. For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services, provided under FAR 52.217-8, as follows: The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but for no more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

(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 at least one (1) day of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least seven (7) 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 five (5) years.

(End of Clause) C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned 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 or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

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

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ 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).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated.