RFQ 1449 36C26326Q0965 Dental Chairs and Equipment St. Cloud VA.pdf

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

656-26-4-1003-0446

36C26326Q0965 08-09-2026

Joseph Bennett 319-688-3633 08-19-2026

05:00 PM CDT

36C263

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 23

1303 5TH STREET, SUITE 300

CORALVILLE IA 52241

X 100

X

339114

750 Employees

N/A

X

36C656

Department of Veterans Affairs

St. Cloud VA Health Care System

4801 Veterans Drive

St. Cloud MN 56303

36C263

NETWORK CONTRACTING OFFICE 23

1303 5TH STREET, SUITE 300

CORALVILLE IA 52241

FMS-VA-2(101)

FINANCIAL SERVICES CENTER

See CONTRACT ADMINISTRATION PAGE below

See CONTINUATION Page

This is a request for quote for Dental Chairs and associated equipment for the St. Cloud VA Healthcare System

100% Set-Aside for SDVOSBs.

See STATEMENT OF WORK below.

See Continuation Page - Instructions to Offerors below.

NOTE: Clause 52.212-5 does NOT apply though it is stated in box 27a and 27b below.

See CONTINUATION Page

656-3660160-1003-824800-3131-010034175

X X

Joseph Bennett

VA-VHA-RPOC-2024-0088

36C26326Q0965

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTINUATION PAGE – INSTRUCTIONS TO OFFERORS

B.2 CONTRACT ADMINISTRATION DATA

B.3 STATEMENT OF WORK

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION ................................................ Error! Bookmark not defined.

B.5 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

C.2 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (NOV 2025) (DEVIATION)

C.3 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

(DEVIATION APR 2026)

C.4 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB 2023)

C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.6 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (NOV

2025) (DEVIATION)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

E.2 52.233-2 SERVICE OF PROTEST (SEP 2006) TAILORED

E.3 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.4 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.6 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2025) (DEVIATION)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTINUATION PAGE – INSTRUCTIONS TO OFFERORS

All Instructions to Offerors added by the CO in addition to the standard 52.212-1 INSTRUCTIONS TO OFFERORS are here on this page. Read this entire page.

This solicitation is issued under Revolutionary FAR Overhaul, FAR 12 Simplified Acquisitions.

The Nonmanufacturer Rule (NMR) does not apply – There is a NMR class waiver for NAICS 339114: 87

Fed.Reg.31292, 5/23/2022.

This is 100% set-aside for SDVOSBs.

The Government intends to award without Discussions.

Partial Offers are not being accepted.

The Contract will be Single Award, Firm Fixed Price, Purchase Order.

Offerors are required to be registered in SAM when submitting a quote and at time of award.

Late offers will not be accepted despite how late offers are addressed anywhere else in this solicitation.

The Government intends to evaluate all line items on a group basis and make a single award for

BAA/TAA applicability.

Award – the Government anticipates making the award no later than September 1, 2026.

OFFERS MUST INCLUDE:

52.225-2 Buy American Certificate which is attached. It must be completed and signed at the very bottom and included with offer.

a) List all supplies that are NOT manufactured/final assembled in the United States in table (b) “Foreign End Products” of the Buy American Certificate. See yellow highlights.

b) Complete name, signature and date at the bottom. See yellow highlights.

852.212-72 Gray Market and Counterfeit Items clause applies and is included. Offer must include a letter from the manufacturer stating that your firm is an authorized distributor of theirs. The letter must be signed by the manufacturer and not be older than one year.

VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING CERTIFICATE OF COMPLIANCE FOR

SUPPLIES AND PRODUCTS (JAN 2023)(DEVIATION) is attached and must be read and completed and submitted with offer. See yellow highlights.

Pricing – Provide a Pricing Sheet that is well organized and easy to understand with clear pricing:

Pricing Sheet shall include:

Line items Description of equipment for each line item Model number for that line item Pricing for that line item.

Must include a Grand Total

SUBMISSION OF OFFERS:

All offers shall be received by the CO no later than 05:00 PM CT Wednesday, August 19, 2026.

All offers shall be emailed to Joseph.Bennett@va.gov.

Emails shall include this RFQ number in the Subject Line: 36C26326Q0965.

mailto:Joseph.Bennett@va.gov

DELIVERY:

Delivery is FOB Destination.

Installation will occur in phases as described in the Statement of Work.

It is expected that equipment will begin arriving with 6 weeks of award or propose the soonest date for your firm. Project schedule of delivery and installation will be developed and agreed to within 10 days of award. Inform the VA of any backorder or supply chain issues / delays WITH THE OFFER.

B.2 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: NCO 23 Contracting Officer Department of Veterans Affairs Network 23 Contracting Office 1303 5th St. Suite 300 Coralville, IA 52241

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[ ] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

[ ] a. Quarterly [ ] b. Semi-Annually [ X ] c. Other: Within 30 days of Receipt and Acceptance

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.

In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (FSC).

The VA Financial Service Center(FSC) has partnered with third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website:

http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

Vendor e-Invoice Set-Up Information:

Please contact the phone numbers or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

Tungsten e-Invoice set-up information: 877-489-6135 Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com FSC e-Invoice Contact Information: 877-353-9791 FSC e-Invoice email: vafsccshd@va.gov More information on the FSC electronic invoicing process can be found at http://www.fsc.va.gov/einvoice.asp.

FAR and VAAR Causes may be accessed at these links:

https://www.acquisition.gov/browsefar https://www.va.gov/oal/library/vaar/

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

AMENDMENT NO DATE

B.3 STATEMENT OF WORK

REQUIREMENT

The St. Cloud VA Healthcare System Dental Department currently utilizes A-Dec brand dental chairs that are at end of life and need to be replaced. The Government seeks the most cost-effective and efficient solution to replace the chairs. To save costs and limit disruption to patient care, the Government does not intend to perform construction to move or relocate utilities, drains, repair or update the floor or floor tile, or otherwise modify the operatories. The Government seeks a “plug and play” solution.

SALIENT CHARACTERISTICS – Must meet or exceed:

Dental Chairs and Delivery Units must have a minimum chair capacity of 500 lbs. patient weight without the chair.

Dental Chairs and Delivery Units must be able to lower to 14.5 inches or less.

Dental Delivery Unit and Chairs must have an integrated pick-up tube system for water source.

Dental Delivery Units and Chair must be able to accommodate both right and left-handed provider positions.

Dental Chairs and Delivery Units must be able to swivel with a minimum of 60 degrees (30 degrees each side of center).

Dental Chairs and Delivery Units must have a multi-position arm rest that will accommodate entrance and exit from the chair to and from a wheelchair.

Dental Chairs and Delivery Units must have antimicrobial silicone waterlines.

Dental Delivery Units must have a minimum 6+ holder position(s).

http://www.fsc.va.gov/einvoice.asp https://www.acquisition.gov/browsefar https://www.va.gov/oal/library/vaar/

Dental Chairs and Delivery Units must be able to be able to accommodate a dedicated line integrated ultrasonic system.

Dental Chairs and Delivery Units must have a digital touchpad that can change chair position, control water and speed levels to handpieces, air venting, and power to the ultrasonic scaler (if a scaler is requested).

Dental Chair footprint shall utilize the existing dental chair footprint without needing construction including modification to utilities, drain, floor, floor tile, nor shall old tile be visible.

TECHNICAL SPECIFICATIONS – Brand Name or Equal to the following A-DEC Models:

Syringe Mini-Head Kit, QD, TRAD, OTC Item Number: 23.1278.00 Quantity: 18 Each

545 - 12 O’clock Assistant Instrumentation Item Number: 545 Quantity: 18 Each

• Model 545 Assistant's Instrumentation

• Quick Ship Not Eligible

• Base Color White

• Foundation Price 545 12 O' Clock Assistant's Instrumentation

• Voltage 120 Volts

• Mounting Style A-dec Inspire 391/591 or Preference Mount 5580/5562/5662

• Work Surface Material Solid Surface

• Work Surface Color Solid Surface Color To Follow

• Work Surface Color To Follow

• Countertop Price Gibraltar Price

• Tray Holder Standard

• Stainless Steel Tray One Standard Tray

• Air & Self-Contained Water QDs

• Power Supply Connector Kit-- 545 to 511

• Packaging Standard (Boxed)

• Assistants Instrumentation Holders

• Assistant's Touchpad Standard Touchpad

• Autoclavable QD Syringe

• No Curing Light

• Assistant's Curing Light Holder None

• No Dual Turret

• HVE Standard 11mm HVE

• Vacuum Tubing Style Easy Flex Tubing

• Tailored Solutions Less worksurface

A-dec 511 Chair Item Number: 511 Quantity: 18 Each

• Height must meet or exceed 14.5 inches in lowest position

• Minimum weight capacity 500 lbs.

• Model Patient Chair

• Quick Ship Not Eligible

• Product Version B

• 300 Pro / 500 Pro Compatible Yes

• Voltage 120 Volts

• Base Color White

• Foundation Price 511 B Chair

• Upholstery Color Type Formed/Seamless

• Upholstery Style 511 F02 Style

• Upholstery Color Black

• Contoured Floor Box

• Duplex and QDs

• Packaging Blanket Wrap With Pallet

A-dec 532 TRAD Delivery System Item Number: 532 Quantity: 18 Each

• Price Book 2025 (2/3/25 thru Present)

• Model 532 Radius Traditional Delivery System

• Quick Ship Not Eligible

• Product Version B

• Base Color White

• Foundation Price 532B Radius Mount with Deluxe Plus Touchpad

• Tray Holder Standard Side Mount

• Stainless Steel Tray One Standard Tray

• Foot Control Disc (with chip blower/accessory button)

• Umbilical 1.5'

• Packaging Blanket Wrap With Pallet

• Handing Right

• Doctor's Touchpad Deluxe Plus Touchpad

• Handpiece Tubing Style Silicone Handpiece Tubing

• Position 1 Autoclavable QD Syringe

• Position 2 Cavitron Steri-Mate 360 Ultrasonic

• Position 3 5-Hole Fiber-Optic with Bulb Tubing

• Position 4 KaVo Electric Motor

• Position 5 KaVo Electric Motor

• Position 6 No Tubing

• Electric Motor Control Module EMC-703

• USB Hub None

• Floor Box USB hub None

• Preventative Maintenance No Kit

A-dec 521 Doctor's Stool Item Number: 521 Quantity: 18 Each

• Model 521 Doctor's Stool

• Foundation Price 521 Doctors Stool

• Base Color White

• Cylinder Type Tall

• Caster Type Tile

• Armrest Options No Armrests

• Upholstery Color Type Sewn

• Upholstery Color Ebony

• Packaging Blanket Wrap

A-dec 522 Assistant Stool Item Number: 522 Quantity: 18 Each

• Model 522 Assistant's Stool

• Foundation Price 522 Assistant's Stool

• Base Color White

• Foot Support Foot Ring

• Backrest No Backrest

• Caster Type Tile

• Upholstery Color Type Sewn

• Upholstery Color Ebony

• Packaging Blanket Wrap

Labor / Installation Fees Item Number: Installation Quantity: 1 Each

Blanket Wrap Service (extra care when shipping) Item Number: Blanketwrap Quantity: 1 Each

De-Installation Item Number: De-Installation Quantity: 1 Each

State if there is an option for turning in old Dental Chairs If so, describe Item Number: Turn-In Quantity: 1 Each

Component-ETO-Core Item Number: Component-ETO-Core Quantity: 18 Each

• Model Component-ETO-Core

• Tailored Solutions LED Retrofit Head with IR feature removed, to include push button power only

Motor, Electric HDPC, KL 703 Item Number: 54.0838.00 Quantity: 120 Each

Standard Manufacturer Warranty

Installation:

• Patient Care cannot be disrupted.

• Installation will need to be completed after hours or weekends, it may start on Friday after normal business hours if necessary.

• Installation Schedule:

o Four (4) chairs per month for three (3) months o Three (3) chairs for two (2) months

• Delivery and on-site installation schedule must be coordinated with the VA Point of Contact (POC)

• The contractor will furnish all labor, supervision, tools, equipment, materials and any necessary resources required to de-install and install the dental chair systems.

• Contractor will remove all packing material and debris for proper disposal off-site following environmental guidelines.

• This is a plug and play system and must use the same footprint as the existing A-dec chairs

• Exchange is one for one to include a credit if applicable

• Must use existing utilities and connections without the need for construction

• No construction is allowed for this requirement

• The VA Point of Contact (VA POC), shall be present when the equipment is unboxed.

Equipment shall not be unboxed without the VA POC or their designated replacement, present.

• As each chair system installation is completed, the Contractor will test each system with

VA staff present to ensure the equipment is fully functional and operational per the manufacturer. The VA staff that must be present will be named after award. The VA staff must approve the installed system before installation of the next system and before final acceptance can be made. After the installation of all systems is complete, a walk through will be coordinated and any outstanding or newly discovered issues will formed into a punch list of issues to be resolved before final acceptance can be made.

• The personnel delivering the equipment shall act professionally. They shall not disrupt the VA staff by speaking loudly, yelling or cursing. They shall handle and treat the equipment with care and respect and in a manner that prevents breaking, scratching or gouging. They shall not drop or throw the equipment. Delivery personnel that behave in a rude, obnoxious, disrespectful manner and/or mistreat the equipment may be deemed cause to terminate the contract. Nothing less than professional and respectful behavior will be tolerated.

Damage to Government Property:

• The Contractor shall take all necessary precautions to prevent damage to Government equipment and property.

• The contractor shall protect all finished spaces and surfaces as required from delivery and installation damage.

• The contractor shall use covering and protection to the extent necessary to prevent damage to finished spaces.

• The contractor shall report any damage of Government property or equipment to the VA POCs as soon as possible.

• Any damage occurred during delivery and installation is the responsibility of the contractor.

• The contractor will be responsible for paying for and repairing any damage or noted deficiencies to finished spaces and surfaces that occur because of the contractor’s (or associated sub-contractors) installation.

VA Point of Contact Stephanie Howe, BioMed Engineer, Stephanie.Howe1@va.gov, (320) 252-1670 x6445.

Other Contact Information:

mailto:Stephanie.Howe1@va.gov

BioMed 320-252-1670 Ext. 6445 or Ext. 7441 Dental Clinic POC 320-252-1670 Ext. 6373

Delivery and Installation Location:

St. Cloud VA Building 3 4801 Veterans Drive St. Cloud, MN 56303

B.4 PRICE/COST SCHEDULE

Offeror is to provide pricing as described in Instructions to Offerors above. Can be included here or provided on a separate sheet.

B.5 DELIVERY SCHEDULE

Installation will occur in phases as described in the Statement of Work. Actual delivery will be agreed to after award. It is expected that equipment will start arriving with 6 weeks of award or propose the soonest time for your firm.

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 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE

NATIONAL LABOR RELATIONS ACT (NOV 2025) (DEVIATION)

(a) During the term of this contract, the Contractor must post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the

National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).

(1) Physical posting of the employee notice must be in conspicuous places in and about the

Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the

Contractor must also post the required notice electronically by displaying prominently, on any

Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's Web site that contains the full text of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain

Collectively with Their Employers."

(b) This required employee notice, printed by the Department of Labor, may be—

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management

Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-

Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor must comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR

471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by

29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts.

(1) The Contractor must include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United

States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor must not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor must take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the

United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of Clause)

C.3 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL

CONTRACTORS (DEVIATION APR 2026)

(a)Definitions. As used in this clause— http://www.dol.gov/olms/regs/compliance/EO13496.htm

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.4 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB

2023)

(a) No used, refurbished, or remanufactured supplies or equipment/parts shall be provided.

This procurement is for new Original Equipment Manufacturer (OEM) items only. No gray market items shall be provided. Gray market items are OEM goods intentionally or unintentionally sold outside an authorized sales territory or sold by non-authorized dealers in an authorized sales territory.

(b) No counterfeit supplies or equipment/ parts shall be provided. Counterfeit items include unlawful or unauthorized reproductions, substitutions, or alterations that have been mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified item from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitutions include used items represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

(c) Vendor shall be an OEM, authorized dealer, authorized distributor, or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents from the

OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(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 https://veterans.certify.sba.gov/ 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. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based.