36C24823Q1151.docx

36C24823Q1151

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

573-23-3-1184-0061 36C24823Q1151 05-12-2023 Heidi Parrish 352-278-5990 06-05-2023

4:30 PM

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) North Florida/South Georgia VHS 1601 SW Archer Road Gainesville FL 32608-1197 X X Y 334310 750 Employees N/A X 36C573 Department of Veterans Affairs See Locations Herein Jacksonville FL 32218 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) North Florida/South Georgia VHS 1601 SW Archer Road Gainesville FL 32608-1197

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 The Department of Veterans Affairs anticipates awarding a Firm Fixed Price (FFP) contract for Sound Masking & Baffles.

* Questions due by 05-17-2023 2:00 PM. Answers will be posted on/before 05-22-2023 via solicitation amendment. * X X X Heidi Parrish

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Heidi Parrish, Contracting Officer 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) North Florida/South Georgia VHS 1601 SW Archer Road Gainesville FL 32608-1197

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

http://www.tungsten-network.com/US/en/veterans-affairs/ ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF NEED

1. GENERAL SCOPE

The Veterans Health Administration (VHA) has a requirement for ceiling mounted acoustic baffles and sound masking for the activations of the new Jacksonville VA Outpatient Clinic and Domiciliary that meet the VHA specifications and high-quality threshold while integrating excellent environmental stewardship.

This requirement includes a mixture of various sized acoustic baffles as well as a sound masking system to be in teaming and common areas throughout the buildings.

The contractor shall provide all labor, materials, equipment, transportation, and supervision necessary to satisfy the needs of each ordering activity.

2.0 PERFORMANCE REQUIREMENTS

The contractor shall provide and be responsible for the technical assistance, development, and generation for final specifications.

Delivery and installation is required to start October 23, 2023 and complete by November 10, 2023.

Duty hours will be 8:00 am to 4:30pm. The Government recognized US holidays are: New Year’s Day, Martin Luther King, Jr. Day, Presidents Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. If the holiday falls on Sunday, it is observed on Monday.

The contractor shall:

1. Coordinate and provide project management of all products and services to manage, design, order, ship, deliver and install new product from the manufacturer until final acceptance by the VA Point of Contact (Provided at time of Award).

1. Prepare and provide as built drawings in PDF and AutoCAD as required.

1. Provide maintenance manuals for all products specified.

3.0 KICKOFF MEETING

The prime contractor(s) shall participate in a virtual kickoff meeting within ten (10) days of task order issuance. Time and date will be determined by VA Point of Contact (Provided at time of Award).

Contractor shall provide Project Manager contact information at award. Goal of the kick-off meeting will be to further define timelines, receiving and movement routes, installation, acceptance, punch list and closeout process.

4.0 SITE LOCATION

The address of the VA Jacksonville Outpatient Clinic and Domiciliary is provided below:

Jacksonville Outpatient Clinic (OPC) 145 Heron Bay Road, Jacksonville, FL 32218

Domiciliary (Dom) 14080 Hyatt Road Jacksonville, FL 32218

5.0 SUBMISSION OF QUESTIONS

All questions submitted for this solicitation must be electronically sent to the following email address: heidi.parrish@va.gov. Questions received after the stated date and time, may be addressed at the discretion of the Contracting Officer.

6.0 SUBMISSION OF QUOTATION

Quote Submission: The contractors shall submit complete emailed electronic copy portable document format (.pdf) or Microsoft Excel (.xls) format of:

1. Drawings, (floorplans, isometrics, shop drawings, typicals, etc.)

1. Complete manufacturer’s product specifications

1. Bill of Materials tagged per CLIN/ floorplan department and room etc. (excluding pricing, this is typically provided by the vendor(s))

1. Quantity of man hours for labor/installation, estimated by vendor

1. Project management plan

1. Product literature

1. Project staffing plan

1. Physical finish samples (of upholstery fabric, laminate, metal, and paint etc.) for any deviation

1. Sustainability certification documents

1. Complete testing results / certificates

1. Warranty

1. Self-certifying statement confirming ability to meet project deadlines

1. Price quote with separate line for labor/installation

1. Bill of Materials with subtotals and tagged per CLIN / floorplan

Submissions can be sent in multiple emails to avoid computer system email size limitation, to designated CO. Quotes submitted by any other method will not be considered. All proprietary information shall be clearly marked. The use of hyperlinks in quotes is prohibited. Late quotes will be accepted at the discretion of the Contracting Officer. The contractor is responsible for confirming the Government’s receipt of the contractor’s quote.

7.0 PRODUCT

General The basis of design for these ancillary, task seating and storage requirements consists of Steelcase furnishings. All furniture has been carefully identified to meet the VA’s standards for functionality, versatility, durability, desired aesthetics, maintenance, and warranty.

Fabrics and finished to be coordinated with VA Point of Contact (Provided at time of Award) prior to order entry.

ESTIMATED QUANTITIES:

SALIENT CHARACTERISTICS

1. Acoustic Baffle 12” H x 42” L Basis of Design: STRAIGHT acoustic baffle Quantity: 38

0. Average NCR 0.85

0. Custom Size 12” H x 42” L

0. Eco Friendly Materials

0. ASM E84 Class A Fire Spread rating

0. Finishes to be approved by VA Point of Contact (Provided at time of Award) prior to purchase.

1. Acoustic Baffle 12” H x 60” L Basis of Design: STRAIGHT acoustic baffle Quantity: 76

0. Average NCR 0.85

0. Custom Size 12” H x 60” L

0. Eco Friendly Materials

0. ASM E84 Class A Fire Spread rating

0. Finishes to be approved by VA Point of Contact (Provided at time of Award) prior to purchase

1. Acoustic Baffle 12” H x 96” L Basis of Design: STRAIGHT acoustic baffle Quantity: 676

0. Average NCR 0.85

0. Standard Size 12” H x 96” L

0. Eco Friendly Materials

0. ASM E84 Class A Fire Spread rating

0. Finishes to be approved by VA Point of Contact (Provided at time of Award) prior to purchase

1. Acoustic Baffle 12” H x 120” L Basis of Design: STRAIGHT acoustic baffle Quantity: 12

0. Average NCR 0.85

0. Custom Size 12” H x 120” L

0. Eco Friendly Materials

0. ASM E84 Class A Fire Spread rating

0. Finishes to be approved by VA Point of Contact (Provided at time of Award) prior to purchase

1. Panel Hanger Kit Basis of Design: STRAIGHT Panel Hanger Kit Quantity: 2292

0. Baffle Drop Ceiling hanging kit

0. U-Channel/Magnet Lock Mount options

1. Steel T Grid Box Hanger Basis of Design: STRAIGHT Steel T-Grid box Hanger Quantity: 2292

0. 24” Steel t-grid box hanger

1. 8 Channel Controller Package Basis of Design: VoiceArrest Rackmount Controller Quantity: 2

0. Tailored to office spaces above 5000 Square Feet

0. 8 output channels

0. Accommodates up to 12 speakers per channel

0. Independent equalizer for each channel

26. 340 narrow bands automatic equalizer

26. 1/3rd octave bands automatic or manual equalizer

0. 92 dBA @ 1m amplifier

0. Up to 8 inputs for active volume control sensors

0. 4 music and paging outputs for each output channel with independent 1/3rd octave equalizers for each output channel

0. 2 inputs for wall mounted volume control knobs

0. Touch screen interface for zone volume control

1. 4 Channel Controller Package Basis of Design: VoiceArrest Rackmount Controller Quantity: 2

0. Up to 4 output channels

0. Up to 6 speaker channels

0. Independent equalizer for each channel

34. 340 narrow bands automatic equalizer

34. 1/3rd octave bands automatic or manual equalizer

0. 88 dBA @ 1m amplifier

0. Up to 4 inputs for active volume control sensors

0. 4 music and paging outputs for each output channel with independent 1/3rd octave equalizers for each output channel

0. 2 inputs for wall mounted volume control knobs

1. Speaker, Plenum Basis of Design: VoiceArrest Speaker Quantity: 140

0. Sensitivity Level at 92 dB

0. Painted 19 gauge steel

0. Frequency response 100 Hz to 10 kHz

0. 13 cm (5”) full range driver

0. Certification: UL 6006 / UL2043

1. Speaker Hanging Kit Basis of Design: VoiceArrest Speaker Hanging Kit Quantity: 140

1. Speaker, Surface Mounted Basis of Design: VoiceArrest Speaker Quantity: 19

0. Sensitivity Level at 87 dB

0. Steel enclosure

0. Frequency response 100 Hz to 10 kHz

0. 9,5 cm (5”) full range driver

0. Certification: UL 6006 / UL2043

1. Cable Basis of Design: 500’ Box 18/2 Quantity: 18

0. Shielded and Plenum rated cable Design Contract Tasks/Requirements

1. The contractor shall attend a minimum of one (1) in-person meetings at the Jacksonville OPC to review final award with the VA Point of Contact (Provided at time of Award) to make any necessary revisions.

1. During first meeting the awardee shall provide the VA Point of Contact (Provided at time of Award) with the Auto-Cad drawings to [1/4” – 1/8”] scale drawings showing layouts of awarded product.

1. The awardee shall allow for up to three (3) revisions included in design services including updating Auto-Cad Drawings and PDFs as request by the VA Point of Contact (Provided at time of Award).

1. The contractor shall be responsible for conducting a field survey prior to installation. Auto-Cad drawings may not be accurate finished dimensions and may not be used in place of field measurements. The Vendor shall be liable for any incorrect field issues leading to incorrect product order. Site visits are to be scheduled with the VA Point of Contact (Provided at time of Award).

3. Vendor is responsible for coordination with wall, ceiling, and floor utilities.

1. Awardee is required to provide Order Acknowledgements and Delivery Schedules upon receipt.

1. Any pricing or specification errors made by the awardee will be corrected at no charge to the VA.

1. The contractor shall be responsible for providing all sample materials for awarded product (2-Day Delivery) as requested by the VA Point of Contact (Provided at time of Award).

1. The product must not be placed into production without clearance from the VA Point of Contact (Provided at time of Award).

1. The contractor shall provide final, clean [1/4” – 1/8”] scaled drawings of product layout for sign-off by VA Point of Contact (Provided at time of Award) prior to scheduling manufacturing.

1. The contractor shall track manufacturing schedule and notify VA Point of Contact (Provided at time of Award) with updates of estimated completion date by email.

1. The contractor shall attend a post-installation meeting to assess, address, and document any punch-list items and shall submit to the VA Point of Contact (Provided at time of Award)a remediation plan within 5 business days.

1. The contractor shall provide 30 days free storage.

1. Contractor shall be responsible for:

12. The delivery of product based on instructions within the task order.

12. Unpackaging, assemble and install 100% of product under task order.

12. Collect and haul off all trash associated with their product. There is no designated dumpster being provided for discarding of packaging of products.

12. Inventorying all product with the VA Point of Contact (Provided at time of Award).

12. Provide a detailed punch list identifying specific completion dates.

12. Correct all deficiencies prior to opening day of the Clinic.

1. Product is to be installed at 145 Heron Bay Road, Jacksonville, FL 32218 and 14080 Hyatt Road, Jacksonville, FL 32218 under direct coordination with the VA Point of Contact (Provided at time of Award). Direct shipments to the Jacksonville OPC and Domiciliary are not permitted. Product delivery will need to be delivered to the awarded party’s own warehouse, where product is carefully inspected for damage. If any damaged or broken product is found during shipment to job site, it shall be replaced, free of charge, to the VA within a 1-4 week time frame.

1. Contractor will be required to meet with the VA Point of Contact (Provided at time of Award) on a continuous basis bi-weekly after the award. Meetings will be more frequent once product install gets closer and as deemed necessary.

1. The contractor shall provide installation in one phase, conducted during working hours. Please coordinate installation with the VA Point of Contact (Provided at time of Award).

1. Contractor is required to provide a punch list to the VA Point of Contact (Provided at time of Award) within 5 business days post installation completion. The punch list shall contain details of any missing/damaged items, course of action on how each item will be reconciled, and estimated time frame each item will be completed.

The Government maintains the option to modify the normal work week, days, and hours, as necessary for the accomplishment of VHA mission.

Work Required by Others All work required by other trades shall be identified under this section by the Bidder.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Straight Acoustic Baffle Custom, 12" x 42", Color - TBD PRINCIPAL NAICS CODE: 334310 - Audio and Video Equipment Manufacturing PRODUCT/SERVICE CODE: 5835 - Sound Recording and Reproducing Equipment

Straight Acoustic Baffle Custom, 12" x 60", Color - TBD

Straight Acoustic Baffle Custom, 12" x 96", Color - TBD

Straight Acoustic Baffle Custom, 12" x 120", Color - TBD

Panel Hanger Kit, Baffle Drop Ceiling Hanging Kits

24" Steel T-Grid Box Hanger, Box Hanger Kits

8 Channel Controller Package

4 Channel Controller Package

Plenum Speakers (white)

Speaker Hanging Kits

Surface Mounted Speakers

500' BOX 18/2,Shielded and Plenum Rated Cable

INSTALLATION - NORMAL BUSINESS HOURS MON-FRI 0800-1700

B.4 DELIVERY SCHEDULE

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

Jacksonville Outpatient Clinic 145 Heron Bay Road Jacksonville, FL 32218

USA

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 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 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (NOV 2022)

(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 verified for ownership and control pursuant to 38 CFR part 74 and is listed in VA’s Vendor Information Pages (VIP) database at https://www.vetbiz.va.gov/vip/; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR parts 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to apply to a VA verified and VIPlisted SDVOSB, unless otherwise stated in this clause.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

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

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)), except that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) of this clause).

(b) General.

(1) Offers are solicited only from VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed SDVOSBs at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed SDVOSB 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 VIP-listed SDVOSBs are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

(d) Agreement. 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 requirements in 13 CFR 121.406(b) and 13 CFR 125.6. Unless otherwise stated in this clause, a requirement in 13 CFR parts 121 and 125 that applies to an SDVO SBC, is to be construed to also apply to a VIP-listed SDVOSB. For the purpose of limitations on subcontracting, only VIP-listed SDVOSBs (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 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 VIP-listed SDVOSBs (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 VIP-listed SDVOSBs. 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 CRF 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 VIP-listed SDVOSBs.

(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 VIP-listed SDVOSBs.

(5) Subcontracting. An SDVOSB must meet the NAICS size standard assigned by the prime contractor and be listed in VIP to count as similarly situated. Any work that a first tier VIP-listed 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. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[X] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any requirement therein that applies to an SDVO SBC is to be construed to apply to a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Program for SDVO SBCs, and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB status is subject to debarment from contracting with the Department for a period of not less than five years (see VAAR 809.406–2 Causes for Debarment).

(End of Clause) C.3 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING--CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (NOV 2022)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [ ] In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIPlisted SDVOSBs as set forth in 852.219–73 or VOSBs as set forth in 852.219–74. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(ii) [ ] In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted. The offeror understands that, as provided in 13 CFR 121.406(b)(7), such a waiver has no effect on requirements external to the Small Business Act, such as the Buy American Act or the Trade Agreements Act.

(2) Manufacturer or nonmanufacturer representation and certification. [Offeror fillin—check each applicable box below. The offeror must select the applicable provision below, identifying itself as either a manufacturer or nonmanufacturer]:

(i) [] Manufacturer or producer. The offeror certifies that it is the manufacturer or producer of the end item being procured, and the end item is manufactured or produced in the United States, in accordance with paragraph (a)(1)(i).

(ii) [ ] Nonmanufacturer. The offeror certifies that it qualifies as a nonmanufacturer in accordance with the requirements of 13 CFR 121.406(b) and paragraph (a)(1)(ii). The offeror further certifies it meets each element below as required in order to qualify as a nonmanufacturer.

[ ] The offeror certifies that it does not exceed 500 employees (or 150 employees for the Information Technology Value Added Reseller exception to NAICS code 541519, which is found at 13 CFR 121.201, footnote 18).

[ ] The offeror certifies that it is primarily engaged in the retail or wholesale trade and normally sells the type of item being supplied.

[ ] The offeror certifies that it will take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(iii) [ ] The offeror certifies that it will supply the end item of a small business manufacturer, processor, or producer made in the United States, unless a waiver as provided in 13 CFR 121.406(b)(5) has been issued by SBA. [Contracting Officer fill-in or removal (see 13 CFR 121.1205). This requirement must be included for a single end item. However, if SBA has issued an applicable waiver of the nonmanufacturer rule for the end item, this requirement must be removed in the final solicitation or contract.] or [Contracting officer tailor clause to remove one or other block under subparagraph (iii).] b If this is a multiple item acquisition, the offeror certifies that at least 50% of the estimated contract value is composed of items that are manufactured by small business concerns. [Contracting Officer fill-in or removal. See 13 CFR 121.406(d) for multiple end items. If SBA has issued an applicable nonmanufacturer rule waiver, this requirement must be removed in the final solicitation or contract.]

(3) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(4) If VA determines that…