S02_36C25726Q0146.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

756-26-2-045-0059

36C25726Q0146 12-15-2025

Stephanie Reeves 254-271-7853 01-06-2026

10:00 AM CST

36C257

Shannon Hodgson

Department of Veterans Affairs

Central Texas Veterans HCS

1901 Veterans Memorial Dr. Building #171

Temple TX 76504

X

811210

$34 Million

N/A

36C756

Department of Veterans Affairs

El Paso VA Health Care System

5001 N Piedras

El Paso TX 79930

36C257

Department of Veterans Affairs

Central Texas Veterans HCS

1901 Veterans Memorial Dr. Building 171

Temple TX 76504

This is accomplished through the

Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp

This is mandatory and the sole method for submitting invoices.

(877) 353-9791 (512) 460-5540

See CONTINUATION Page

Description: Sterile Processing Service, Base Plus 1 OY.

The Contractor shall provide a quote for Sterile Processing

Services in accordance with the Statement of Work and the terms and conditions contained herein.

For additional details reference B.3 Price/Cost schedule starting on page 10.

Complete and return all information designated in section

E (page 37) prior to the time specified in block 8 of the

1449 (page 1).

Blocks 30a, 30b and 30c on page 1 of the SF 1449 must be completed and signed in order to be considered for award.

Required documents and instructions for quote submission are included in the Addendum to FAR 52.212-1, Instructions to Offerors - Commercial Products and Commercial Services.

See CONTINUATION Page

X 1

Shannon Hodgson

Contracting Officer

36C25726Q0146

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 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK (SOW)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2023)

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

C.3 52.216-18 ORDERING (AUG 2020)

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

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ... 19

C.8 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

C.9 52.252-6 Authorized Deviations in Clauses (NOV 2020)

C.10 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

C.11 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.12 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.13 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) .. 22

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

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

COMMERCIAL SERVICES (SEP 2023)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.216-1 TYPE OF CONTRACT (APR 1984) (DEVIATION NOV 2025)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

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

SERVICES (NOV 2021)

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

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:

Address:

City/State/Zip:

POC Name:

POC Phone:

POC Email:

SAM UEI:

TIN:

b. GOVERNMENT: Contracting Officer 36C257

Shannon Hodgson Shannon.hodgson@va.gov Department Of Veterans Affairs Network Contracting Office 17 Regional Procurement Office West (RPO-W) 5441 Babcock Road Ste. 302 San Antonio TX 78240

Contract Specialist 36C257 Stephanie Reeves stephanie.reeves@va.gov Department of Veterans Affairs NCO 17 Contracting Office Regional Procurement Office West (RPO-W) 1901 Veterans Memorial Dr. Building 171 Temple, TX 76504

Service POC Karen Whittington karen.whittington@va.gov El Paso VA Medical Center Sterile Processing Services 5001 N Piedras St El Paso, TX 79930

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:

mailto:Shannon.hodgson@va.gov mailto:stephanie.reeves@va.gov mailto:karen.whittington@va.gov

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly. After 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.

See page 1 Block 18a.

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK (SOW)

El Paso VA Health Care System (EPVAHCS) SOW: Sterile Processing Services

1. Description of Services:

1.1. This procurement is for Sterile Processing Service (SPS) facility use for the El Paso VA

Health Care System (EPVAHCS). Services are required for usage of the contractor’s facility, equipment and supplies to include ultrasonic washers, instrument washers, steam sterilizers, and low temperature sterilizers such as Sterrad or VIPRO. The contracting facility will provide critical water results performed for their sterile processing department in accordance with AAMI ST 108 (Association for the Advancement of

Medical Instrumentation Standard) Water for the Processing of Medical Devices.

1.2. The Contractor shall invoice for days/weeks/month EPVAHCS physically brings instrument sets, wrapped sets and peel packs for the purpose of decontamination and reprocessing, to the Contractors facility during the contract period, based on the amount of use.

1.3. Expected amount of reusable medical devices (RMD) to be processed daily, weekly, and monthly can be found in the table below. This amount can be adjusted higher or lower as needed for patient care.

RMD Type Instrument Tray Wrapped tray Peel-Packed instrument

Daily 5-8 50-60 175-200

Weekly 25-40 250-300 875-1000

Monthly 100-160 1000-1200 3,500-4,000

2. Locations:

The contractor must have several facilities located in El Paso, TX for the decontamination and sterilization of reusable medical devices (RMD) to allow for flexibility in case one facility cannot accommodate the VA during required timeframes.

3. Special Requirements:

3.1. The contractor shall supply all tools, parts, materials, equipment, and supplies for RMD to be reprocessed by EPVAHCS staff as identified as approximately 5-8 instrument sets, 50-60 wrapped sets, and 175-200 peel packs a day. This amount can be adjusted higher or lower as needed for patient care. The contractor will make available to the VA staff: sinks for the decontamination of instruments, instrument washers, ultrasonics, an assembly area, and sterilizers between the hours of 0700-1830.

3.2. EPVAHCS will deliver approximately 5-8 instrument sets, 50-60 wrapped sets, and 175-

200 peel packs a day to the three VA staff assigned to the facility full-time. This amount can be adjusted higher or lower as needed for patient care. Surgical trays, clinic RMD, cassettes, and instrumentation will have gross debris removed and will be sprayed with enzymatic foam by EPVAHCS staff prior to delivery to the facility.

3.3. EPVAHCS will provide a complete list of surgical trays, cassettes, peel packs, and instruments to be reprocessed at time of delivery. EPVHCS SPS Staff will have available the Manufacturers’ Instructions for Use (MIFU), recommendations, or guidelines for the decontamination and sterilization of the surgical trays and instruments brought to the facility for reprocessing. EPVHCS SPS Staff will perform an inventory of all surgical trays, cassettes and instruments upon arrival, to ensure chain of custody.

4. CONTINGENCY:

4.1. In the event there is an inability to provide reprocessing resources due to failure in the sterilization equipment and/or limited utilization or availability of equipment, the contractor shall provide additional resources (i.e., facility, mobile unit, additional resources etc.).

5. INVOICE:

5.1. The Contractor shall invoice for days EPVAHCS physically brings instrument sets, wrapped sets and peel packs for the purpose of decontamination and reprocessing, to the Contractors facility during the contract period, based on amount of use.

5.2. The Contractor shall issue a monthly detailed invoice to the POC for the usage of the facility, equipment, and supplies. All invoices are paid in arrears. .

6. PHYSICAL SECURITY: The contractor shall safeguard all government property provided for

Contractor use. At the close of each work period, Contractor facilities, government property, and materials shall be secured.

7. SAFETY REQUIREMENTS:

In performing work under this contract, the contractor shall:

7.1. Conform to the safety requirements contained in the contract for all activities related to the accomplishment of the work.

7.2. Take such additional immediate precautions as the contracting officer may reasonably require for safety and mishap prevention purposes.

7.3. Provide protection of government property to prevent damage during the period of time the property is under the control or in possession of the EPVAHCS three Medical

Technicians who are on site.

7.4. Record and report promptly (within one hour) to the contracting officer or designated government representative all available facts relating to each instance of damage to government property.

7.5. In the event of an accident/mishap, take reasonable and prudent action to establish control of the accident/mishap scene, prevent further damage to persons or property, and preserve evidence until released by the accident/mishap investigative authority through the contracting officer.

7.6. If the government elects to conduct an investigation of the accident/mishap, the

Contractor shall cooperate fully and assist EPVAHCS personnel to conduct the investigation until the investigation is completed.

8. DUTIES TO BE PERFORMED BY EPVAHCS WHILE LOCATED AT THE

CONTRACTOR’S FACILITY:

8.1. The EPVAHCS 3-Medical Technicians shall decontaminate all instruments, cassettes, and sets utilizing the same cycle as validated per manufacturer’s guidelines.

8.2. The EPVAHCS 3-Medical Technicians shall inspect each instrument for cleanliness prior to assembly and sterilization.

8.3. The EPVAHCS 3-Medical Technicians shall assemble the instrument sets in accordance with the count sheet for completeness and in the correct order. The

EPVAHCS 3-Medical Technicians shall place the contractor provided indicators in each set: one on top of the instruments visible once the lid is removed, two in opposite corners of the bottom level, and one visible on the top of each additional level, if applicable. The EPVAHCS 3-Medical Technicians shall use contractors provided sharps protectors and paper pouches as indicated. The EPVAHCS 3-Medical

Technicians shall include the folded count sheet, placed inside a paper pouch and attached to the outside of the container.

8.4. The EPVAHCS 3-Medical Technicians shall inspect the contractor provided filters for holes prior to placing them in the pan. The EPVAHCS 3-Medical Technicians shall use contractors provided pan locks/arrows to seal the set as indicated.

8.5. The EPVAHCS 3-Medical Technicians shall sterilize all instruments and sets utilizing the same cycle as validated by manufacturer’s guidelines. The EPVAHCS 3-Medical

Technicians shall follow all policies and procedures and quality testing and maintain records of the sterilization process.

8.6. The EPVAHCS 3-Medical Technicians shall prepare all sets for transport back to

EPVHCS.

8.7. The EPVAHCS 3-Medical Technicians shall report any/all discovered violations of policy to the government along with the corrective action taken by the contractor.

8.8. The EPVAHCS 3-Medical Technicians shall ensure that only qualified/trained personnel will process the instrument sets for the EPVAHCS.

8.9. The EPVAHCS 3-Medical Technicians will decontaminate and sterilize the surgical trays delivered by EPVAHCS in a manner consistent with the manufacturer’s instructions for use, recommendations, and guidelines provided by EPVAHCS SPS department.

8.10. The EPVAHCS shall provide all transportation requirements.

8.11. The EPVAHCS 3-Medical Technicians assigned and located at the Contractor’s facility will complete the decontamination and sterilization of the EPVAHCS clinic and

Ambulatory Surgery Unit (ASU) RMD, surgical trays, and instrumentation with a 24-hour turn-around time.

8.12. The EPVAHCS SPS staff will perform a quality assurance check on all instrumentations and provide daily decontamination logs.

8.13. The EPVAHCS staff shall adhere to all regulatory requirements for medical instrument requirements, maintain records of processes, and provide copies of requested records to EPVAHCS as needed to facilitate inspection requirements for

Joint Commission.

9. GOVERNMENT-FURNISHED PROPERTY:

9.1. The EPVAHCS SPS Chief will provide the Contractor with one electronic and/or hard copy of all count sheets for instrument sets to be reprocessed by the EPVAHCS 3-

Medical Technicians assigned onsite at the Contract facility.

9.2. No work shall take place on Federal holidays or weekends unless directed by the

Contracting Officer.

9.2.1. National Holidays: The 11 Holidays observed by the Federal Government are:

New Year’s Day Labor Day

Martin Luther King’s Birthday Columbus Day

Presidents Day Veterans Day

Memorial Day Thanksgiving Day

Juneteenth Christmas Day

Independence Day

And any other day specifically declared by the President of the United States to be a National Holiday.

9.2.2. Any overtime and/or holiday pay that may be entitled to the personnel performing under this contract shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

10. RECORDS MANAGER:

10.1. All records (administrative and program specific) created during the period of the contract belong to the El Paso Veterans Affairs Health Care System (ELPVAHCS) and must be returned to ELPVAHCS at the end of the contract or destroyed in accordance with the VHA Record Control Schedule (RCS)10-1.

10.2. EPVAHCS staff shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21,29,31, and33) NARA regulations at 36CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5

U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

10.3. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21,29,31,and 33, the Freedom of

Information Act (FOIA) (5 U.S.C 552), as amended, and the Privacy Act of 1974 (5

U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statue or regulation.

10.4. In accordance with 36 CFR 1222.32, EPVAHCS shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal Law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

10.5. ELPVAHCS and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of ELPVAHCS or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity.

10.6. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the unlawful or accidental removal, defacing, alteration or destruction of records, Contractor must report to ELPSHAHCA records officer. The agency must report promptly to NARA in accordance with 36 CFR 1230.

10.7. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosure of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorizes personnel with a need-to-know as described in the contract. The

Contractor shall ensure that the appropriate personnel, administrative technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems or facilities or systems operated or maintained on the Governments behalf, without the express written permission of the Head of Contracting Activity. When all information, data, documentary material, records and/or equipment are no longer required, it shall be returned to ELPVAHCS control, or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the contract. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

10.8. ELPVAHCS is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The contractor (and any sub-contractor) is required to abide by Government and ELPVAHCS guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

10.9. The EPVAHCS staff shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with ELPVAHCS policy.

10.10. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of

Information Act.

10.11. ELPVAHCS owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which [Agency} shall have limited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractors rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR

52.227-20.

B.3 PRICE/COST SCHEDULE

Minimum and Maximum Amounts for this IDIQ. Minimum guarantee on this IDIQ is $50.00.

The maximum amount for this IDIQ shall not exceed $800,000.00. The government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum.

Orders shall be issued by the Contracting Officer when services are required.

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

12.00 MO __________________ __________________

Sterile Processing Services

Contract Period: Base POP Begin: 02-12-2026 POP End: 02-11-2027 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

12.00 MO __________________ __________________

STERILE PROCESSING SERVICEs

Contract Period: Option 1 POP Begin: 02-12-2027 POP End: 02-11-2028 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

0001-

SHIP TO: El Paso Department of Veteran Affairs 5001 N Piedras St El Paso, TX 79930

ALL LINs See LINs

MARK FOR: Karen Whittington

(915) 564-6100 ext 6753 karen.whittington@va.gov

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

Government must exercise its post-acceptance rights—

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

and

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims

Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the

Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-

5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

FAR

Number

Title Date

52.203-6

52.203-17

ALT I. RESTRICTIONS ON SUBCONTRACTOR SALES TO

THE GOVERNMENT

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

NOV 2021

NOV 2023

52.204-13 52.209-6

52.209-10

52.219-4

52.219-8

52.222-3 52.222-35 52.222-36

52.222-37 52.222-40

52.222-50 52.222-51

52.222-54 52.223-23 52.226-8

52.232-33

52.232-40

52.233-3 52.233-4

52.244-6

52.229-3

SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

PROTECTING THE GOVERNMNET’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS, DEBARRED,

SUSPENDED, PROPOSED FOR DEBARMENT, OR

VOLUNTARILY EXCLUDED (DEVIATION)

PROHIBITION ON CONTRACTING WITH INVERTED

DOMESTIC CORPORATIONS (DEVIATION)

NOTICE OF PRICE EVALUATION PREFERENCE FOR

HUBZONE SMALL BUSINESS CONCERNS (DEVIATION)

UTILIZATION OF SMALL BUSINESS CONCERNS

(DEVIATION)

CONVICT LABOR (DEVIATION)

EQUAL OPPORTUNITY FOR VETERANS (DEVIATION)

EQUAL OPPORTUNITY FOR WORKERS WITH

DISABILITIES (DEVIATION)

EMPLOYMENT REPORTS ON VETERANS (DEVIATION)

NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE

NATIONAL LABOR RELATIONS ACT (DEVIATION)

COMBATING TRAFFICKING IN PERSONS (DEVIATION)

EXEMPTION FROM APPLICATION OF THE SERVICE

CONTRACT LABOR STANDARDS TO CONTRACTS FOR

MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN

EQUIPMENT-REQUIREMENTS

EMPLOYMENT ELIGIBILITY VERIFICATION (DEVIATION)

SUSTAINABLE PRODUCTS (DEVIATION)

ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGES WHILE DRIVING

PAYMENT BY ELECTRONIC FUNDS TRANSFER-SYSTEM

FOR AWARD MANAGEMENT

PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

PROTEST AFTER AWARD (DEVIATION)

APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM

(DEVIATION)

SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEVIATION)

FEDERAL, STATE, AND LOCAL TAXES (DEVIATION)

OCT 2018

NOV 2025

NOV 2025

NOV 2025

NOV 2025

NOV 2025

NOV 2025

NOV 2025

NOV 2025

NOV 2025

MAY 2014

MAY 2024

OCT 2018

MAR 2023

NOV 2025

NOV 2025

OCT 2025

SEP 2025

852.222-71 COMPLIANCE WITH EXECUTIVE ORDER 13899

(DEVIATION) (APR 2025)

APR 2025

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 02/12/2026 through 02/11/2028.

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

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

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the

Government deposits the order in the mail;

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

(3) If sent electronically, the Government either—

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

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $350,000.00;

(2) Any order for a combination of items in excess of $500,000.00; or

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

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection

52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the

Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the

Schedule are estimates only and are not purchased by this contract.

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after 2/11/28.

C.6 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 30 days of contract expiration.

(End of Clause)

C.7 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 30 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 two (2) years.

(End of Clause)

C.8 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract.

The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of Clause)

C.9 52.252-6 Authorized Deviations in Clauses (NOV 2020)

As prescribed in 52.107(f), insert the following clause in solicitations and contracts that include any FAR or supplemental clause with an authorized deviation. Whenever any FAR or supplemental clause is used with an authorized deviation, the contracting officer shall identify it by the same number, title, and date assigned to the clause when it is used without deviation, include regulation name for any supplemental clause, except that the contracting officer shall insert "(DEVIATION)" after the date of the clause.

Authorized Deviations in Clauses (Nov 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any VA Acquisition Regulation (VAAR) (48

CFR Chapter 8) clause with an authorized deviation is indicated by the addition of

"(DEVIATION)" after the name of the regulation.

(End of clause)

C.10 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE

(DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.11 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of

Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.12 VAAR 852.232-72…