36C78626R0015.docx

36C78626R0015

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

36C78626R0015 01-23-2026 Weston Worsham 629-259-0295 02-23-2026 10:00

CST

36C786 Department of Veterans Affairs National Cemetery Administration Contracting Services 18434 Joplin Road Triangle VA 22172 X X 327991 500 Employees X N/A X N/A - F.O.B. Origin

36C786 Department of Veterans Affairs National Cemetery Administration Contracting Services 18434 Joplin Road Triangle VA 22172 http://www.tungsten-network.com/customer -campaigns/veterans-affairs/

1-877-752-0900 See CONTINUATION Page This solicitation is for the manufacture and packaging of U1 Marble Blanks.

Four-tiered evaluation will be utilized: SDVOSB/VOSB/SB/LB.

See Section E for additional details regarding instructions to Offerors and Evaluation details.

Submit questions via email by 10:00AM CST, 02 February 2026 to weston.worsham@va.gov.

SUBMIT PROPOSAL via email to: weston.worsham@va.gov

COR: TBD

Funding for the guarantee minimum will be obligated on Delivery Order.

Please fill this out:

UEI:

EMAIL ADDRESS:

PHONE #:

See CONTINUATION Page 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 36C786 Department of Veterans Affairs National Cemetery Administration Contracting Services 18434 Joplin Road Triangle VA 22172

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.

http://www.tungsten-network.com/customer -campaigns/veterans-affairs/

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

B.2 STATEMENT OF WORK

1.0 Background

The Department of Veterans Affairs (VA), National Cemetery Administration (NCA) furnishes headstones, markers and niche covers (monuments) for deceased veterans worldwide. Memorial monuments are also furnished to memorialize veterans whose remains are non-recoverable.

2.0 Purpose

The purpose of this contract is to manufacture and distribute nationwide, blanks in support of on-site inscription programs that are resident in National and State cemeteries:

• (U1) – Upright Headstone, Marble, Blank (13” x 42” x 4”)

3.0 General

This contract shall include all labor and materials necessary to furnish upright marble headstones, as noted in 2.0, to each consignee’s address. The Contractor shall be responsible for providing all labor and material needed to manufacture, package, palletize, and deliver FOB Origin.

3.1 Performance period: The Contractor shall have until the second Monday, excluding federal holidays, of each month to manufacture, package and transfer to a government transportation carrier each pre- scheduled shipment for delivery. All shipments must be able to be loaded and shipped by the second week of each month.

3.2 Unit Price: The unit price is all-inclusive and covers the completed monuments delivered FOB Origin. This all-inclusive price includes product and services to provide monuments meeting technical requirements as shown in drawings listed in Sections 4.0 and 5.1.

4.0 Material Specification

4.2 Material: Marble shall be sound and compact, free from cracks, spalls, chips, holes, calcite lines more than two inches in length, open seams, pits or other defects that would impair its strength, durability or appearance.

4.4 Finishing: The front, top and sides of each headstone shall be uniformly machine honed with an 80- grit pad, or stone, to a smooth satin finish, free of scratches, saw marks, rust spots and skips. The bottom shall be a smooth sawn finish. The edges of the top and sides shall have no more than 1/4” radius ± 1/16”

4.5 Source of supply: All stone shall be obtained from quarries within the United States having adequate capacity and facilities to meet the specified requirements. Cutting and finishing shall be done by a manufacturer equipped to process the material promptly and in accordance with these specifications.

NOTE: If the Contractor desires to change from the original approved quarry to another listed quarry (ref. 4.8) during the contract term, a request justifying change and a sample (13” x 24” ¾”) that represents the marble from the new quarry must be submitted to the MPS Program Support Unit for approval prior to using the new stone to produce blanks. MPS will have 30 days to evaluate the request and the sample. Upon review and evaluation, MPS Program Support Unit will provide Contracting Services with the findings and recommendation. If a request is denied, a detailed letter of explanation will be forwarded to the Contractor.

Quarry changes will be effective at the beginning of option years based upon pre-approved samples. Changes cannot be made within an option year.

4.7 Testing: Stone supplied under this contract shall conform to the following specifications and physical requirements. Stone shall be tested, as listed below, by an approved testing laboratory and test results shall be submitted to the Memorial Products Service (MPS), Program Support Unit for approval prior to the production of the sample. Testing is required only once and shall be from a representative sample of the quarry. Testing results are required for new sources of stone.

NOTE: Testing results are not required for sources in the following areas:

5.0 Marble Testing Specifications

5.1 Marble Testing Elements

5.1.1 Abrasive hardness: Marble shall have an abrasive hardness value Ha of 10.0 minimum, when tested as specified by ASTM C241.

5.1.2 Absorption: Marble absorption shall be 0.15 percent maximum, by weight when tested for a 48-hour period as specified in ASTM C97.

5.1.3 Compressive strength: Marble shall have a minimum compressive strength of 7,500 psi when tested as specified in ASTM C170.

5.1.4 Modulus of rupture: Marble shall have a minimum modulus of rupture of 1000psi when tested as specified in ASTM C99.

5.2 Applicable Publications

5.2.1 Munsell Neutral Value Scale, Matte (31 - step scale) 617 Little Britain Road, New Windsor, NY - Refer to X-Rite, Inc or Pantone LLC for Munsell Color Scale

5.2.2 ASTM, Sections C97, C99, C170, C241

American Society for Testing and Materials 100 Barr Harbor Drive PO Box C700 West Conshohocken, PA 19428-2959

5.2.3 Dimension Stones of the World Marble Institute of America (MIA + BSI) 380 E. Lorain Street, Oberlin, OH 44074

6.0 Drawing: PDF version of drawing A-U1-1 Rev B, dated 08/14/2019 is provided (Attachment 2).

7.0 Packaging and Palletizing

7.1 Materials: All monuments shall be packed in accordance with ANSI industry standards and commercial best practices to assure acceptance by the common carrier.

Nonmetal bands shall be secured around the pallet or crate for its entire height (from top to bottom) and two additional bands shall secure the pallet or crating around the width. Banding pressure shall be such that it causes no damage to the edges of the stone when packaged. Colored materials or materials capable of staining the stone (ex. uncoated cardboard, certain kinds of wood) during outdoor storage are not permitted.

The packaging and crating shall protect the monuments throughout the handling process and during shipment and comply with the National Motor Freight Classification:

7.2 Palletizing: Each pallet shall not exceed 2,300 lbs. Headstones are to be shipped together on the same pallet, with sufficient non-steel banding in conjunction with stretch wrap along with individual packaging materials shall be used to prevent damage to the monuments during shipment. Banding shall be in cross- directional pairs, four per pallet ensuring that the banding is routed through the pallet to minimize any movement of the headstones while in transit. Non-staining corner cards are to be provided between the band and the monument at each corner of the banding (uncoated cardboard against the stone is unsatisfactory due to the tendency for discoloration). The following specifications shall be used in conjunction with standard 42” x 48”, 4-way wood pallets.

The weight of headstones placed on the pallet must not exceed 2,300lbs but, in all cases, shall not have more than (10) ten headstones per pallet. It is preferred that all headstones be placed on the pallet on their edges and not layered.

Protruding metal fasteners must be replaced to avoid tearing the packaging or scratching the monument surface.

The Contractor shall ensure non-coloring materials are used for packing and that packing materials are not prone to compression which may cause load shifts or damage from the ensuing loose banding.

The monuments shall be packed in such a manner that any adhesive, glue, or coloring from the packaging does not transfer and adhere to the stone during shipment or during interim storage prior to use. All monuments and packing material shall be contained within the dimensions of the pallet with no overhang.

The Contractor shall replace monuments at no additional cost to the Government if damage is incurred during transport. The MPS Program Support Unit reserves the right to notify the Contractor by email within 5 days of any headstones damaged during transportation. Upon notification, the Contractor shall replace the damaged monuments within ten (10) calendar days from the date the e-mail was sent by MPS to the Contractor.

Each side of a pallet shall be labeled with the words, HANDLE WITH CARE, in one-inch-high red letters. Use of commercially available labels can be used for this requirement.

In addition, the Contractor shall ensure the commercial bill of lading (Attachment 1) is notated with the following statements:

7.3 Labeling: The Contractor shall provide a packing list or a shipping label for all packaged monuments. The label shall be at least five (5) inches wide by four (4) inches long with the Order Number, and Consignee name and address. Labels shall be completely adhered to the front of the package and shall be over-coated with transparent adhesive tape that completely covers the label to prevent removal, smearing or blurring of the information. Shipping labels shall not be covered or obscured in any way by individual packaging or banding materials that would make the labels unreadable.

8.0 Government Quality Assurance (QA)

8.1 Inspections: Quality assurance (QA) inspections of the Contractor’s manufacturing facility and products may be performed by the designated COR of the Memorial Programs Service to assure satisfactory contract performance. The Government reserves the right to inspect the quality of blanks without prior scheduling or notifications to the Contractor.

During each QA visit at production sites, a complete assessment of the Contractor’s operation shall be made, to include the following areas:

When at the Contractor’s production facility, the Contractor shall assist the designated COR by providing an adequate, well-lit inspection area. Contractor personnel must provide assistance lifting, handling and moving of product.

8.2 Quality System: The Contractor must develop and maintain a written inspection system that documents the quality and timeliness of finished products. The Contractor shall provide, to the designated COR of the MPS Program Support Unit, reports on the Contractor’s processing and delivery of orders to the carrier.

8.3 Quality Complaints: The receipt of complaints concerning unsatisfactory quality or non-compliance with the contract specifications shall be considered reason for an immediate visit and review of the Contractor’s quality assurance program. The Government reserves the right to inspect 100% of the production for an indefinite period due to quality problems. Indicative, but not all-inclusive, examples of issues meriting inspection are:

The designated COR of the MPS Program Support Unit or a designated inspector for this contract shall inform the Contractor of the deficiencies. A site inspection report shall be generated by the inspecting COR, and the COR shall discuss with the Contractor what corrective action(s) shall be taken and when the corrective action shall be taken. When an issue(s) arises regarding a monument not meeting the specified standards and the issue(s) cannot be resolved between the Contractor and the Government, the Contracting Officer shall make a final determination as to whether the monument shall be replaced at the contractor’s expense or at the Government’s expense.

8.4 Quality Complaints – Receipt Blank Shipments which are rejected

Upon notification by MPS that a shipment of blank headstones has been rejected for not meeting contract specifications that are outlined in section 4.0 Material Specification of this contract, the contractor shall be required within (3) business days to pick up the rejected shipment at contractor’s expense.

Replacements shall be delivered to the cemetery within 10 business days of the contractor’s notification. The Contractor is responsible for performing a quality check prior to palletizing and shipping to eliminate bulk shipment rejections.

9.0 Performance Evaluation

The Government will monitor Contractor performance through routine inspections, documented observations, and Contracting Officer’s Representative (COR) oversight. Upon identification of a performance deficiency, the COR will verbally or in writing notify the Contractor. The COR will record the issue, date/time of observation, and Contractor notification. This notice provides an opportunity for immediate correction. If deficiencies persist or are significant, the Contracting Officer (CO) will issue a Contract Discrepancy Report (CDR). The Contractor shall respond within three (3) calendar days, providing an explanation and a corrective action plan. The CO will review the response and determine the next steps.

Following a CDR, the CO may convene a meeting with the Contractor and COR. The Government will document the discussion and circulate meeting minutes. If the Contractor disagrees with the minutes, objections shall be submitted in writing within three (3) calendar days. The CO will respond in writing with a final determination. Upon acceptance of a corrective action plan, the Contractor will have seven (7) calendar days to implement it.

Continued deficiencies may lead to further remedies in accordance with FAR 52.212-4, up to or including termination for cause or default. Performance issues resulting from Government error, Government delay, or Acts of God will not be attributed to the Contractor.

10.0 Employee Requirements

The Contractor shall be responsible to ensure Contractor employees providing work on this contract are fully trained and completely competent to perform the required work. All work performed shall be done in a first-class manner and in accordance with good commercial practices.

Small Business set-aside: All of the awardee’s managerial/supervisory employees including those on site in supervisory roles shall be direct hires of the Prime Contractor. Labor shall be employed such that 50% of the actual salaries and wages for time attributed on this contract are from actual Prime Contractor employees.

Labor Force and Equipment: The Contractor shall be aware of the intensive labor and equipment requirements needed to meet contract specifications. Contractor shall be responsible to provide all labor and equipment as necessary to meet deadlines. The Contractor will provide all necessary resources to complete the efforts assigned under the scope of this contract.

11.0 Scheduled Quantity and Delivery Log

Upon release of a shipment the awarded contract and the exercised of all option year renewals, the Contractor will receive an e-mail within 10 calendar days with the following information.

Upon release of a shipment to a Government carrier, the Contractor shall send an e-mail to the MPSPROGSUPPORT@VA.GOV confirming pick up along with a copy of the bill of lading (Attachment 1) signed by the carrier and Contractor. Any shipment not picked up by the scheduled date shall be reported to the Traffic Manager for non-compliance.

12.0 Procedures (Administrative and Other)

12.1 Government Responsibilities: Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract shall require coordination between the Government and the Contractor. Contracting Services shall provide, at the time of the contract’s award, the name of one or more individuals authorized to act as Contracting Officer’s Representatives (CORs) during the contract period.

12.2 Contractor Records and Files: The Contractor shall maintain records and files of all documents relating to each order filled under each Government Headstone and Marker contract. These records shall include, at minimum, copies of all orders, quality assurance records, inspection results, shipping documents (bearing carrier’s name and PRO tracking numbers) and invoices. These records shall be made available, upon request, to the designated MPS Program Support Unit COR during on-site Quality Assurance inspections.

12.3 Government Headstone and Marker Drawings: The Contractor shall ensure copies of all relevant Government drawings for production of monuments are maintained on file.

12.4 Completion point for products delivered FOB Origin: The Contractor’s responsibilities are deemed complete when a blank shipment is placed on a Government transportation carrier.

· Copy of the BOL with signature showing the shipment have been picked up from the contractor’s facility

12.6 Point of Contact at MPS for the assigned COR and Traffic Manager, e-mail to: MPSProgSupport@va.gov

END STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

The Government shall order a minimum of 5,000 EA, and the maximum amount that the Government may order under this contract is 225,000 EA.

ITEM INFORMATION

35,500.00

EA

U1, Headstone, Marble, Upright, Blank (13” x 42” x4”) Contract Period: Base POP Begin: 04-01-2026 POP End: 03-31-2027 PRINCIPAL NAICS CODE: 327991 - Cut Stone and Stone Product Manufacturing PRODUCT/SERVICE CODE: 9930 - Memorials; Cemeterial and Mortuary Equipment and Supplies

36,000.00

U1, Headstone, Marble, Upright, Blank (13” x 42” x4”) Contract Period: Option 1 POP Begin: 04-01-2027 POP End: 03-31-2028

36,500.00

U1, Headstone, Marble, Upright, Blank (13” x 42” x4”) Contract Period: Option 2 POP Begin: 04-01-2028 POP End: 03-31-2029

37,000.00

U1, Headstone, Marble, Upright, Blank (13” x 42” x4”) Contract Period: Option 3 POP Begin: 04-01-2029 POP End: 03-31-2030

37,500.00

U1, Headstone, Marble, Upright, Blank (13” x 42” x4”) Contract Period: Option 4 POP Begin: 04-01-2030 POP End: 03-31-2031

GRAND TOTAL

36C78626R0015

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.—

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

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 04/01/2026 through 03/31/2031.

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

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

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

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 500 EA, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 45,000 EA;

(2) Any order for a combination of items in excess of 225,000 EA; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (DEVIATION) (NOV 2025)

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

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

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options…