36C78627Q0029.docx

36C78627Q0029

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

F369139-27-0000001

11-02-2026 Anna Straley

11-13-2026

PST

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

X

812320 $8 Million

N/A

Los Angeles National Cemetery

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 Solicitation for Los Angeles National Cemetery Dry Cleaning. Please see PWS.

Please see attached Instruction to Offerors.

See CONTINUATION Page

Brian Trahan

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.

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

Performance Work Statement: Uniform Dry Cleaning, Laundering, and Alterations Los Angeles National Cemetery | Firm-Fixed-Price Contract

PART 1 GENERAL INFORMATION

1.1 General. This is a non-personal services contract to provide uniform dry cleaning, laundering, and alterations with pickup and drop-off service at Los Angeles National Cemetery (LANC). The Government shall not exercise supervision or control over the Contractor’s personnel performing the services herein. Such personnel are accountable solely to the Contractor, which is responsible to the Government.

1.2 Description of Services. The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform the services defined in this Performance Work Statement (PWS), except for items specified as Government-furnished property and services. The Contractor shall perform to the standards in this PWS.

1.3 Background. LANC requires a qualified contractor to provide twice-weekly pickup and drop-off of dry cleaning, laundering, and as-needed alterations for cemetery representative uniforms.

1.4 Objectives. The objective of this contract is to ensure that all uniforms of LANC employees are professionally cleaned and maintained to a high standard.

1.5 Period of Performance. The period of performance is one (1) 12-month Base Year and four (4) 12-month Option Years, as follows:

The Government may extend the term by exercising options under FAR 52.217-9 by written notice to the Contractor at least [60] calendar days before the end of the then-current period.

1.6 Quality Control. The Contractor shall develop, implement, and maintain an effective quality control program (QCP) to ensure services are performed in accordance with this PWS. The QCP shall include procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor shall deliver the QCP to the Contracting Officer (CO) within 30 days after contract award. Any proposed change to the QCP requires the CO’s written acceptance before implementation.

1.7 Quality Assurance. The Government will evaluate the Contractor’s performance in accordance with the Quality Assurance Surveillance Plan (QASP), Attachment 4. The QASP defines how performance standards will be applied, the frequency of surveillance, and the minimum acceptable performance levels, as summarized in Technical Exhibit 1.

1.8 Recognized Holidays. Work is normally not conducted on Federal holidays unless otherwise authorized by the COR. Federal holidays are New Year’s Day, Martin Luther King Jr.’s Birthday, Washington’s Birthday, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. When a holiday falls on a Sunday, the following Monday is observed. When a holiday falls on a Saturday, the preceding Friday is observed by U.S. Government agencies. Any day specifically declared by the President of the United States as a Federal holiday is also observed.

1.9 Hours of Operation. The Contractor shall conduct business between 8:00 a.m. and 4:00 p.m., Monday through Thursday, except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government-directed closings. No payment will be made for services not performed because the Government facility is closed for these reasons. The Contractor shall maintain an adequate workforce for uninterrupted performance of all tasks in this PWS whenever the Government facility is open. When hiring, the Contractor shall recognize that workforce stability and continuity are essential.

1.10 Place of Performance. Work will be performed at:

Los Angeles National Cemetery (Administration Building) 950 South Sepulveda Boulevard Los Angeles, CA 90049

1.11 Contracting Officer’s Representative (COR). The COR will be identified by separate letter. The COR monitors technical aspects of the contract and assists in contract administration. The COR is authorized to ensure the Contractor performs the technical requirements of the contract; perform inspections necessary to contract performance; maintain written and oral communications with the Contractor concerning technical aspects; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor the Contractor’s performance and notify both the CO and the Contractor of any deficiencies; coordinate availability of Government-furnished property; and provide site entry for Contractor personnel. A letter of designation, a copy of which is sent to the Contractor, states the COR’s responsibilities and limitations. The COR is not authorized to change any terms and conditions of the contract, including cost or price, estimates, or delivery dates.

1.12 Key Personnel. The following positions are key personnel: Contract Manager and Alternate Contract Manager. The Contractor shall designate in writing to the CO the individual serving as Contract Manager and the individual who will act in that role in the Contract Manager’s absence. The Contract Manager or Alternate shall have full authority to act for the Contractor on all contract matters relating to daily operation of this contract. The Contract Manager or Alternate shall be available from 8:00 a.m. to 4:00 p.m., [Monday through Thursday], except Federal holidays or when the Government facility is closed for administrative reasons.

1.13 Personnel List. The Contractor shall provide the COR a list of Contractor and subcontractor personnel (if applicable) who will pick up and drop off cemetery representative uniform items.

1.14 Pickup Process (Soiled Items).

1. Arrival and sign-in. The Contractor shall check in with the COR or designated cemetery representative upon arrival.

1. Item verification. The cemetery representative and the Contractor shall jointly count and verify all soiled items. Both parties shall confirm garment type, quantity, and condition.

1. Pickup ticket. The Contractor shall issue a pickup ticket to the cemetery representative that includes:

· date and time of pickup;

· itemized list of garments received;

· quantity of each garment type;

· Contractor representative’s signature and contact information; and

· space for COR signature confirming release of garments.

1. Documentation. The cemetery retains a copy of the ticket for its records. The Contractor retains a copy for delivery verification.

1.15 Drop-off Process (Cleaned Items).

1. Arrival and sign-in. The Contractor shall check in with the COR or designated representative and present the previous pickup ticket for reconciliation.

1. Item verification. The Contractor and the cemetery representative shall jointly count and verify all cleaned garments upon delivery and compare them against the original pickup ticket to ensure no shortages.

1. Delivery ticket. The Contractor shall provide a delivery ticket that includes:

· date and time of delivery;

· total quantity of cleaned garments;

· notes on any repairs or special treatments performed;

· Contractor representative’s signature; and

· COR or representative signature acknowledging receipt and condition of items.

1. Discrepancies. Any missing or damaged items shall be documented on the ticket immediately. The Contractor shall resolve discrepancies within [three (3)] business days unless otherwise approved in writing by the COR.

1.16 Returns. The COR may identify any item found to be unsatisfactorily cleaned. Such items will be identified to the Contractor’s representative at the next pickup or drop-off after the unsatisfactory condition is discovered. The Contractor shall re-clean or replace each such item at no additional cost to the Government within [three (3)] business days of identification.

1.17 Missing or Damaged Articles. Any article missing at drop-off shall be delivered at no additional charge to the Government. If an article remains missing for 10 or more days, it is considered lost, and the Contractor shall pay the Government [the replacement cost of the article, as determined by the CO]. If the Contractor damages a garment, such as through minor tears, holes, or damaged or missing buttons or snaps, the Contractor shall repair it at no cost to the Government.

1.18 Conduct on LANC Property. Persons on the property shall comply with the instructions of LANC officials and other authorized officials, and with posted signs and notices. Entering or being on the property, or operating a motor vehicle on it, while under the influence of intoxicating beverages, narcotics, hallucinogenic or dangerous drugs, or marijuana is prohibited, as is consuming such substances on the property. Intoxicants, nonprescription narcotics, and other controlled substances (21 CFR Part 1308) are prohibited on the property. No person on the property shall carry firearms, other dangerous or deadly weapons, or explosives, openly or concealed, except for official purposes. Under 18 U.S.C. § 930, a “dangerous weapon” means “a weapon, device, instrument, material, or substance, animate or inanimate, that is used for, or is readily capable of, causing death or serious bodily injury.”

1.19 Records Management. The Contractor shall keep all pickup and delivery tickets for the duration of the contract. The Contractor shall submit a monthly service summary to the COR, by the first Monday of each month, listing:

- total pickups and deliveries;

- total items processed; and

- any incidents or losses reported.

PART 2 DEFINITIONS AND ACRONYMS

2.1 Definitions.

Contractor. A supplier or vendor awarded a contract to provide specific supplies or services to the Government. As used in this contract, the term refers to the prime contractor.

Contracting Officer. A person with authority to enter into, administer, and/or terminate contracts and to make related determinations and findings on behalf of the Government. The CO is the only individual who can legally bind the Government.

Contracting Officer’s Representative (COR). An employee of the U.S. Government appointed in writing by the CO to administer the contract, with the scope of authority and limitations stated in that appointment. The COR may provide technical direction within the scope of the contract that does not constitute a change and has no funding implications. The COR does not have authority to change the terms and conditions of the contract.

Defective Service. A service output that does not meet the standard of performance in this PWS.

Deliverable. Anything that can be physically delivered, including non-manufactured items such as meeting minutes or reports.

Key Personnel. Contractor personnel designated in this PWS as key to performance. When key personnel are an evaluation factor in a best-value procurement, an offer may be rejected if it does not include a firm commitment from the persons listed in the proposal.

Quality Assurance. The Government’s procedures to verify that services performed by the Contractor meet acceptable standards.

Quality Assurance Surveillance Plan (QASP). An organized written document specifying the surveillance methodology the Government will use to monitor Contractor performance.

Quality Control. All measures taken by the Contractor to ensure that the quality of each service meets contract requirements.

Subcontractor. An entity that enters into a contract with the prime Contractor. The Government does not have a contract with the subcontractor.

Clean. Finished articles are dry and free of soil and objectionable odors. Spots and stains are removed where practical without damaging the fabric, and have been treated.

Customer. The person authorized to exchange and receive clean or altered uniforms.

Laundering. The process of cleaning and treating soiled fabric items with appropriate products. The term includes cleaning, and also includes starching, ironing, and pressing.

Workday. The number of hours per day the Contractor provides services under this contract.

2.2 Acronyms.

PART 3 GOVERNMENT-FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

3.1 Government-Furnished Items. [None.]

3.2 Government-Furnished Services. [None.]

3.3 Designated Pickup and Drop-off Location. The Government shall provide temporary access to the LANC loading or designated area for one vehicle to pick up and offload uniform items. The location will be designated in the employee parking lot at the Administration Building.

PART 4 CONTRACTOR-FURNISHED ITEMS AND SERVICES

4.1 General. The Contractor shall furnish all supplies, equipment, facilities, and services required to perform this contract that are not listed in Part 3.

4.2 Pickup and Delivery Tickets. The Contractor shall furnish pickup and delivery tickets listing the type of each item (for example, slacks, dress shirts, ties, trench coats, and blazers), the quantity of each item, and the services rendered. Tickets are informational and shall not state charges. Pricing is governed by Section 4.5.

4.3 Materials. The Contractor shall furnish laundry bags, tags, and hangers.

4.4 Equipment. The Contractor shall furnish vehicles for transportation.

4.5 Pricing. This is a firm-fixed-price contract. [Select one pricing structure before issuance. Option A: a unit price for each item category in Technical Exhibit 3, applied to quantities actually picked up, cleaned, and delivered, plus a fixed monthly charge for pickup and delivery service. Option B: a single firm fixed monthly price for each period covering all services in this PWS.] The prices include all supplies, materials, equipment, vehicles, labor, supervision, overhead, and profit necessary to perform this PWS, and the Contractor shall not bill separately for any of them.

4.6 Invoicing and Payment. The Contractor shall submit one invoice per month after the Government accepts the monthly service summary (Section 1.19) and the related pickup and delivery tickets.

4.7 Option Pricing. The Contractor’s price for each Option Year shall be stated in the contract price schedule and shall apply to that period.

PART 5 SPECIFIC TASKS

5.1 Dry Cleaning. All blazers, slacks, and ties will be dry cleaned twice weekly. Trench coats will be dry cleaned [twice per year]. The Contractor shall pre-treat soil and stains on blazers, slacks, and ties. The Contractor shall perform all work in a professional manner that maintains the original quality and appearance of each uniform item. Items will be picked up in a Contractor-provided laundry bag for each employee. All items shall be returned odor-, stain-, and wrinkle-free on Mondays and Thursdays to the Administration Building at LANC.

5.2 Laundering. All dress shirts will be laundered twice weekly. The Contractor shall treat shirts for soil and stains, wash them with appropriate cleaning solutions, and press them with starch. The Contractor shall perform all work in a professional manner that maintains the original quality and appearance of each uniform item. Items will be picked up in a Contractor-provided laundry bag for each employee. All items shall be returned odor-, stain-, and wrinkle-free on Mondays and Thursdays to the Administration Building at LANC.

5.3 Alterations. New and replacement uniforms often require alterations, such as hemming gray slacks or sizing blue blazers, on an as-needed basis. Blazer alterations may require skilled work, such as resizing back seams, arms, and sides. Older uniforms may need repair on an as-needed basis, such as button reinforcement, button replacement, or new zippers. The Contractor shall complete alterations within [14] business days of receipt. Alterations shall include:

(a) *Blazers:* hemming arms; reducing shoulder width; reducing waist width; reinforcing buttons; replacing buttons.

(b) *White or blue shirts:* reinforcing buttons; replacing buttons.

(c) *Gray slacks:* hemming legs; reinforcing buttons; replacing buttons; replacing zippers.

(d) *Trench coats:* hemming length; reinforcing buttons; replacing buttons.

PART 6 TECHNICAL EXHIBITS

Technical Exhibit 1: Performance Requirements Summary Technical Exhibit 2: Deliverables Schedule Technical Exhibit 3: Estimated Workload Data

TECHNICAL EXHIBIT 1: PERFORMANCE REQUIREMENTS SUMMARY

The Contractor’s service requirements are summarized into performance objectives that relate directly to mission-essential items. The performance threshold describes the minimum acceptable level of service for each requirement. These thresholds are critical to mission success.

TECHNICAL EXHIBIT 2: DELIVERABLES SCHEDULE

TECHNICAL EXHIBIT 3: ESTIMATED WORKLOAD

Quantities are estimates for pricing purposes. [Confirm whether they are guaranteed minimums.]

END

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Dry Cleaning Services Contract Period: Base POP Begin: 01-31-2027 POP End: 01-30-2028

10001

Dry Cleaning Services Contract Period: Option 1 POP Begin: 01-31-2028 POP End: 01-30-2029

20001

Dry Cleaning Services Contract Period: Option 2 POP Begin: 01-31-2029 POP End: 01-30-2030

30001

Dry Cleaning Services Contract Period: Option 3 POP Begin: 01-31-2030 POP End: 01-30-2031

40001

Dry Cleaning Services Contract Period: Option 4 POP Begin: 01-31-2031 POP End: 01-30-2032

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment—

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

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

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

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

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

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

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

(8) The specification.

(s) Unauthorized obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause) 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 52.217-8 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 3 days.

(End of Clause)

C.3 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 3 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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.4 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C.5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.6 52.252-2 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.7 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS-PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (NOV 2025) (DEVIATION)

(a) This clause applies to both contracts subject to area prevailing wage determinations and contracts subject to collective bargaining agreements.

(b) The Contractor warrants that the prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustment is provided under this clause.

(c) The wage determination, issued under the Service Contract Labor Standards statute, (41 U.S.C. chapter 67), by the Administrator, Wage and Hour Division, U.S. Department of Labor, current on the anniversary date of a multiple year contract or the beginning of each renewal option period, must apply to this contract. If no such determination has been made applicable to this contract, then the Federal minimum wage as established by section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended, (29 U.S.C. 206) current on the anniversary date of a multiple year contract or the beginning of each renewal option period, must apply to this contract.

(d) The contract price, contract unit price labor rates, or fixed hourly labor rates will be adjusted to reflect the Contractor's actual increase or decrease in applicable wages and fringe benefits to the extent that the increase is made to comply with or the decrease is voluntarily made by the Contractor as a result of:

(1) The Department of Labor wage determination applicable on the anniversary date of the multiple year contract, or at the beginning of the renewal option period. For example, the prior year wage determination required a minimum wage rate of $4.00 per hour. The Contractor chose to pay $4.10. The new wage determination increases the minimum rate to $4.50 per hour. Even if the Contractor voluntarily increases the rate to $4.75 per hour, the allowable price adjustment is $.40 per hour;

(2) An increased or decreased wage determination otherwise applied to the contract by operation of law; or

(3) An amendment to the Fair Labor Standards Act of 1938 that is enacted after award of this contract, affects the minimum wage, and becomes applicable to this contract under law.

(e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in paragraph (d) of this clause, and the accompanying increases or decreases in social security and unemployment taxes and workers' compensation insurance, but must not otherwise include any amount for general and administrative costs, overhead, or profit.

(f) The Contractor must notify the Contracting Officer of any increase claimed under this clause within 30 days after receiving a new wage determination unless this notification period is extended in writing by the Contracting Officer. The Contractor must promptly notify the Contracting Officer of any decrease under this clause, but nothing in the clause shall preclude the Government from asserting a claim within the period permitted by law. The notice must contain a statement of the amount claimed and the change in fixed hourly rates (if this is a time-and-materials or labor-hour contract), and any relevant supporting data, including payroll records, that the Contracting Officer may reasonably require. Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates must be modified in writing. The Contractor must continue performance pending agreement on or determination of any such adjustment and its effective date.

(g) The Contracting Officer or an authorized representative must have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor until the expiration of 3 years after final payment under the contract.

(End of Clause)