36C25023Q0478.docx

36C25023Q0478

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

515-23-2-099-0041 36C25023Q0478 03-28-2023 Noah Bruck

(734) 222-6181 04-11-2023

2:00 PM

EDT

36C250 Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105 X X 337215 500 Employees N/A X 36C515 Department of Veterans Affair VA Battle Creek Medical Center 5500 Armstrong Rd.

Battle Creek MI 49037 36C250 Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105

Department of Veterans Affairs Financial Management System PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 X See CONTINUATION Page This is a total SDVOSB set aside RFQ for Behavioral Health Unit Furniture Clause 852.219-76 must be filled out, signed and returned with this document to be considered for award.

See CONTINUATION Page 515-3630160-099-820300-3126 0100561D5 X X X Kellie Konopinski Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: ___________________________

b. GOVERNMENT: Contracting Officer 36C250 Kellie Konopinski Contract Specialist, Noah Bruck Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

Page 1 of Page 1 of B.2 STATEMENT OF WORK- IMH Patient Furniture VA Medical Center 5500 Armstrong Rd Battle Creek MI 49037

1.0 GENERAL SCOPE

The Veterans Health Administration (VHA) has a requirement for healthcare furniture for VA Medical Center, Battle Creek MI, that meet the VHA specifications and high-quality threshold while integrating excellent environmental stewardship.

This requirement includes healthcare furniture, design, project management, furniture removal, professional installation, and maintenance/warranty services. Service required is detailed in SV1. The Person of Contact (POC) is Lisa Elliott, lisa.elliott@va.gov.

Healthcare furnishings include, case goods, modular cabinetry, seating, tables/carts, furniture accessories and related services 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.

Furniture delivery to Building 39 on the Battle Creek Campus will be required 14 weeks after award.

Duty hours will be 8:00am - 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:

a. Coordinate and provide project management of all products and services to manage, design, order, ship, deliver and install new furniture from the manufacturer until final acceptance by Lisa Elliott

b. Contractor is required to have on site staff supervisor with OSHA 10 certification

c. Disseminate and relocate existing furniture per COR instructions

d. Assemble and place furniture. Securely mount when needed, using ligature resistant methods and tamperproof hardware.

e. Project phasing and scheduling requirements to include planning, manufacturing, project management and installation

f. Prepare and provide as built furniture drawings in PDF and AutoCAD.

g. Provide maintenance manuals for all products specified.

3.0 KICKOFF MEETING

The prime contractor(s) shall participate in a kickoff meeting within ten (10) days of issuance, in person at Battle Creek campus or virtually. Time and date will be determined by VA Point of Contact.

4.0 SUBMISSION OF QUESTIONS

Questions: All questions must be received by April 4, 2023 at 2:00 PM (Eastern). All questions submitted for this solicitation must be electronically sent to the following email addresses: noah.bruck@va.gov and kellie.konopinski@va.gov Questions received after the stated date and time, may be addressed at the discretion of the Contracting Officer. All questions will be addressed via an amendment to the solicitation after the question period ends.

5.0 SUBMISSION OF QUOTATION

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

Volume 1: (Technical)

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

b. Complete manufacturer’s product specifications

c. Bill of Materials tagged per CLIN/ floorplan department and room etc.

d. Quantity of man hours for labor/installation

e. Product literature

f. Physical finish samples

g. Sustainability certification documents

h. Complete testing results / certificates

i. Warranty.

j. Self-certifying statement confirming ability to meet project deadlines Volume 2: (Pricing)

a. Price quote with separate line for labor/installation

b. 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 noah.bruck@va.gov and kellie.konopinski@va.gov. 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. Quotations must be submitted no later than April 11, 2023 at 2:00 PM (Eastern).

Late quotes will not be accepted for evaluation. The contractor is responsible for confirming the Government’s receipt of the contractor’s quote.

6.0 EVALUATION CRITERIA

Quotations will be evaluated on:

a. Bill of Materials with subtotals and tagged per floorplan department and room etc.

b. PDFs of detailed and dimensioned: Plan, 2-D and 3-D drawings of each workstation (and/or) products with multiple parts list to represent exactly what is being included and to determine accuracy.

c. Cut sheets with product detail for each line item.

d. Labor/Services appropriate to the scope of work. (no pricing included)

e. Sustainability Certification

7.0 PRODUCT

General

All finished surfaces shall be free of scratches, mars, dents, or blemishes, and withstand staining, and exhibit to flaking, cracking, or loss or adhesion.

Furnishings shall have smooth finishes with no hazardous projections, sharp corners, or detail, which can be hazardous and cause personal injury or damage to clothing.

See attachment for technical requirement of products. Basis of Design may be used, but are provided for layout and aesthetic purposes only and does not indicate a preferred manufacturer by the VA.

Space Requirements

Bedrooms- single and double bedroom

New 18 bed inpatient behavioral health unit requires bedroom furniture for the highest level of patient safety. Each patient to have bed, bedside storage, desk, and stool. All bedroom furniture to be polyethylene, one piece construction. All pieces shall fasten to the floor and meet the floor snugly to allow for bead of sealant to be applied for sanitary purposes. Attachment to the wall shall be flush with the wall. All hardware to be tamper resistant

· Bed shall be a minimum of 18” off the floor and have integral storage. Side of bed to be angled such that the occupant may get their feet beneath them prior to standing up. Bed must have the ability to be secured tightly to the wall behind it with no gaps. (Basis of Design: Pineapple Ryno Bed with storage)

· Bedside unit to be 29” high and a minimum of 27” wide, 2 open shelves shall be contained within this one-piece unit. (Basis of design: Pineapple Ryno Chest)

· Desk to be one piece unit 29” high, 20” deep and a minimum of 27” wide. (Basis of Design: Pineapple Ryno open desk)

· Backless stool of same material to be floor mounted. Seat to be 18.5” off the floor. (Basis of Design: Pineapple Ryno Stool)

Day Room

· Two upholstered high back dining chairs with arms and anti-concealment seams. Chairs to be heavily weighted for stability and safety. (Basis of Design: Pineapple Fusion chairs)

· Six armless upholstered high back dining chairs with anti-concealment seams. Chairs to be heavily weighted for stability and safety. (Basis of Design: Pineapple Fusion chairs)

· Five polypropylene armless midback dining chairs, heavily weighted for stability and safety. Chair base to be angled to allow the patient to get their feet beneath them prior to standing up. (Basis of Design: Pineapple Ryno Chair)

· Three polypropylene midback dining chairs with arms, heavily weighted for stability and safety. Chair base to be angled to allow the patient to get their feet beneath them prior to standing up. (Basis of Design: Pineapple Ryno Club Chair)

· Four 42” tables to seat two people. Base must be heavy and bulky enough not to be thrown, or affixed to the floor for stability and safety. (Basis of Design: Pineapple Cumulus)

· Two 48” tables to seat four, pedestal base for visibility. Tables must be heavy and bulky enough not to be thrown, without being fastened to the floor. (Basis of Design: Pineapple Ryno Pedestal Table)

8.0 SERVICES

Service required is detailed in SV1

Design Contract Tasks/Requirements

a. The contractor shall attend a minimum of three (3) in-person meetings at the Battle Creek campus or virtually to review final award with VA Interior Designer and End Users and to make necessary revisions.

b. During first meeting the contractor shall provide the Interior Designer with the Auto-Cad drawings to [1/4” – 1/8”] scale drawings showing layouts of awarded product.

c. The contractor shall allow for three (3) revisions per line item included in design services including updating Auto-Cad Drawings and PDFs as request by VA Interior Designer.

d. The contractor shall be responsible for taking and applying accurate field measurements to ordered product for verification of correct sizing. 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 measurements leading to incorrect product order.

e. The contractor shall be responsible for providing all sample materials for awarded product (2-Day Delivery) as requested by VA Interior Designer.

f. The product must not be placed into production without clearance from the VA COR.

g. The contractor shall provide final, clean [1/4” – 1/8”] scaled drawings of product layout for sign-off prior to scheduling manufacturing.

h. The contractor shall track manufacturing schedule and notify VA Interior Designer with updates of estimated completion date by email.

i. The contractor shall attend a post-installation meeting to assess, address, and document any punch-list items and shall submit to the VA Interior Designer a remediation plan within 5 business days.

j. The contractor shall provide 30 days free storage. [30 days standard. Edit for additional time if needed] 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.

Attachment 1 Services

1.0 General Scope:

This requirement includes healthcare furniture, design, project management, furniture removal, professional installation, and maintenance/warranty services.

The contractor shall provide all labor, materials, equipment, transportation, and supervision necessary to satisfy the SOW.

2.0 Delivery: Contract shall be delivered Free On-Board (FOB) destination to the delivery addresses listed in the SOW.

3.0 General Requirements for Services:

1. If the Contractor requests to deliver, receive and/or install furniture outside normal duty hours, a written request shall be submitted to the VA POC for authorization of the individual orders of this type. Written approval from the VA POC must be received before proceeding with the work. The request shall be submitted at least (5) five business days prior to the proposed performance of work, and it shall indicate the day(s), time, the amount of work, and the reason why performance is necessary outside normal duty hours.

1. The Contractor shall be made aware of and must comply with local security policies and procedures in the contract. The Contractor will comply to these standards during all site visits on Governmental property. Contractor shall contact the VA POC at least 14 days prior to work start date to ensure compliance to any local security policies.

1. The Contractor personnel shall present a professional appearance and shall have a uniform or some method of identifying them as an employee of the contractor. A VA badge will be provided and must be worn above the waist and be visible at all times while on government property.

1. The Contractor shall ensure policies and procedures are established that protect the safety and welfare of customers, employees, and the community to minimize or eliminate safety or environmental risks.

1. The Contractor shall be knowledgeable of and shall comply with all applicable federal, state, and local laws, Building Codes, Life Safety Codes, Occupational Health and Safety Administration (OSHA), ADA/ADAG, permits, VA design standards (www.cfm.va.gov/til/dguide.asp), and instructions required for the performance of the duties in the Statement of Work (SOW).

1. The Contractor is responsible for ensuring that its firm and staff maintain any generally required professional certification, accreditation, license, bond, and proficiency relative to their area of expertise. The Contractor shall retain documentation of such records. The Government will not pay for expenses to meet this requirement.

1. The Contractor is responsible for ensuring staff are trained and certified for planning and installing product to maintain the integrity of the manufacturer’s warranty.

SV1 – Furniture, Design, and Installation Support Services

Contract Tasks/Requirements

1. Contractor may be required to provide basic design services and layout for commodities purchased. All designs of furniture layouts, including original designs and any subsequent redesigns, must be accomplished by a qualified professional Interior Designer with either a four (4) year Interior Design degree from an accredited school by the Council for Interior Design Accreditation (CIDA/FIDER), or 5 years of experience, and one year experience using contractor’s software similar to that proposed for this contract.

1. Contractor is required to provide installation drawings for furniture purchased.

1. Contractor shall place all orders, track orders, schedule deliveries and coordinate trucks with the manufacturer for manufacturing and delivery according to VA project schedule.

1. Contractor shall be responsible for all field measurements whether in existing spaces or new construction. Contractor shall not rely on AutoCAD drawings for final measurements.

1. Contractor shall perform installation services per the SOW.

1. Contractor must have a project manager/lead installer based on project size. Project manager/lead installer must have a minimum of 2 years of experience performing installation services in healthcare facilities.

1. Contractor may be required to remove and/or relocate existing VA furnishings in coordination with VA Logistic Management Service and Interior Designer per the SOW.

1. Contractor may or may not be required to complete services outside of normal duty hours per the SOW.

1. Contractor shall be familiar with VA campuses and various VA Outpatient Clinics, regulations, loading dock locations and hours of operations.

1. Contractor must provide Proof of Insurance.

1. Contractor shall provide 30 Days Free Storage once the complete bill of materials has been received at a conditioned facility that meets all building requirements including but not limited to the sprinkler, security, safety, temperature and environmental controls – as not to void furniture warranties.

1. Contractor must notify VA of the specific location of any or all stored furniture.

1. Contractor shall provide all necessary materials, equipment, labor, supervision, and Management to: (A) coordinate delivery: (B) load and unload; (C) place/install items in designated rooms/locations; (D) assemble items as required; (E) secure as designated; and (F) properly dispose of all associated packing/crating materials outside the VA premises.

Protection of Property

1. The Contractor shall perform an inspection of the buildings and grounds with the POC prior to commencing work. Contractor shall protect all items from damage. The Contractor shall take precaution against damage to the buildings, grounds and furnishings. The Contractor shall repair or replace any items related to buildings or grounds damaged accidentally, or on purpose due to actions by the Contractor, utilizing materials of the same quality, size, grade and color, to match existing work.

1. To ensure that the contractor shall be able to repair or replace any items, components, on the buildings or grounds damaged due to negligence and/or actions taken by the Contractor. The Contractor shall communicate with the POC to resolve all repairs beyond simple surface cleaning. Concurrence of the POC is required before the Contractor may perform any significant repair work. In all cases, repairs shall utilize materials of the same quality, size, texture, grade and color to match adjacent existing work.

1. The Contractor shall be responsible for the security of the areas in which the work is being performed at all times prior to completion. The Contractor shall maintain accountability and control of any keys provided, and shall return them to the POC upon completion of the work.

1. Contractor shall provide floor protection while working in all VA facilities. All material handling equipment shall have rubber wheels.

Delivery

1. Contractor shall contact the POC at least 14 business days prior to the start of work/shipping to ensure that the building is ready for install.

1. In the event there is a delay in delivery, Contractor must notify the assigned VA POC immediately in writing, preferably via email.

1. Contractor shall provide the POC with scheduled date and time that the delivery truck will be arriving at least 24 hours minimum in advance.

1. Contractor must ensure that the driver of the delivery vehicle has copies of the Bill of Materials/delivery orders and shall not attempt to deliver any items before the scheduled delivery date.

Receive and Unload

1. If the Contractor is unable to complete the assembly and placement of all unloaded items before the end of the workday, the Contractor will be responsible for moving these items to a secure location, until the next available work day. The Contractor will be responsible for moving the items from the overnight storage site to its designated position in the building.

1. The Contractor shall verify and inspect all items. Any and all deficiencies (damage/overage/shortage) shall be brought to the attention of the assigned VA CO in writing, preferably via email, immediately upon identification.

1. The Contractor shall store damaged items in the location designated by the POC. The Contractor shall maintain a complete file of all documents relating to each discrepancy and copies of all Discrepancy Reports shall be forwarded to the POC on a daily basis.

1. Contractor shall repair or coordinate with the POC for replacement of damaged, defective, or missing items.

Assembly and final acceptance

1. Contractor shall be responsible for all safety and security guidelines within the area in which work is being performed, to include securing any contractor-owned tools or equipment, and any on-site storage being utilized.

1. The contractor shall install all items in accordance with each requirement statement and basic component floorplan, panel plan and electrical plan, designed and provided by the contractor with the SOW.

1. Contractor shall uncrate all items received and perform all required assembly in accordance with the manufacturers’ instructions.

1. Contractor shall prevent its personnel from entering any area other than the designated work area.

1. The Contractor shall maintain a means of egress within all designated work areas to comply with fire codes.

1. Contractor shall inspect to ensure that the furniture is free of surface dirt, clean and polished, free of defects, and that the installation is complete and ready for use.

1. The Contractor shall do a final walkthrough with POC and provide a punch list before releasing crew for the day.

Jobsite Cleanliness

1. Contractor will be responsible for the removal and disposal of all trash/debris connected with uncrating and assembling all items installed under this contract.

1. Final Acceptance by the Government will not occur until all installed items have been wiped cleaned and debris/dust connected with installation is removed from the VA site.

1. Recyclable cardboard products shall be disposed of in accordance with applicable statutes, in respective containers. The contractor is responsible for providing trash containers at an offsite facility.

1. Packing materials will not be stored in the buildings for any period exceeding 24 hours.

1. The Contractor shall ensure its personnel eat, drink, or smoke only in designated areas.

1. Personal trash (food wrappers, drink containers, etc.,) shall be removed from the site on a daily basis by the Contractor.

Warranty Items

1. The warranty of an item is to start on the date of acceptance of the products/services by the Government VA POC.

1. The Contractor agrees to furnish, without cost to the Government, replacement of all parts and material which are found to be defective during the warranty period. The cost of installation and travel of replacement material and parts shall be borne by the Contractor.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

BEHAVIORAL HEALTH BED

BEHAVIORAL HEALTH 3 SHELF STORAGE

BEHAVIORAL HEALTH DESK

BEHAVIORAL HEALTH FLOOR MOUNTED STOOL

HIGH BACK DINING CHAIR WITH ARMS

42" SQUARE TABLE

48" ROUND TABLES

MID BACK POLYPROPELYNE DINING CHAIRS

LOCAL STOCK NUMBER: EA

MID BACK ARMLESS DINING CHAIRS

HIGH BACK ARMLESS DINING CHAIR

INSTALLATION

B.4 DELIVERY SCHEDULE

Battle Creek VA Medical Center 5500 Armstrong Rd.

Battle Creek, MI 49037

USA

(fill-in)

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 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.3 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.4 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

(a) Supplies and equipment. Rejected goods will be held subject to Contractor’s order for not more than 15 days, after which the rejected merchandise will be returned to the Contractor’s address at the Contractor’s risk and expense. Expenses incident to the examination and testing of materials or supplies that have been rejected will be charged to the Contractor.

(b) Perishable supplies. The Contractor shall remove rejected perishable supplies within 48 hours after notice of rejection. Supplies determined to be unfit for human consumption will not be removed without permission of the local health authorities. Supplies not removed within the allowed time may be destroyed. The Department of Veterans Affairs will not be responsible for, nor pay for, products rejected. The Contractor will be liable for costs incident to examination of rejected products.

(End of Clause) C.5 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 servicedisabled 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 serviceconnected, 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 servicedisabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C.