36C25025Q0417.docx

36C25025Q0417

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

541-25-2-585-0199 36C25025Q0417 4-16 -2025 Roman Savino 216-447-8300 5-16 -2025 3:00 pm

EDT

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131 X X 493110 $34 Million N/A X 36C541 Cleveland VA Medical Center Wade Park Campus 10701 East Blvd Cleveland OH 44106 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131

36C250 Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs// e-Invoice Setup Info Phone 877-489-6135 TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page

1. Offsite Furniture Storage and Inventory Management

2. Contract will be a Base Year with Four One Year Options

3. Base Year POP: 7-1-2025 through 6-30-2026

4. Please submit any questions by email to Roman Savino by 5-2 -2025 by 3 pm est.

See CONTINUATION Page X Roman Savino 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 Roman Savino Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131

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:

B.2 REVIEW REQUIRED REGISTRATION WITH CONTRACTOR PERFORMANCE ASSESSMENT SYSTEM (CPARS)

B.3 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

*The contractor will ensure that each individual working with the VA ACC contract have an adjudicated background investigation verified to be at or above an acceptable level of the National Agency Check (NAC) and a National Agency Check with Inquiries (NACI) as determined by the position risk and sensitivity designation completed by the VA Contracting Official. The contractor will need to be able to provide a copy of the adjudicated background investigation of employees involved in this contract if requested by the CO or COR.

*Contract employees shall all receive annual privacy and confidentiality training provided by the company. The contractor will be able to provide a copy of the training provided to employees involved in this contract as well as certificates of completion of the training if requested by the CO or COR.

B.4 PERFORMANCE WORK STATEMENT

Contract Title. Off-site Furniture Storage and Electronic Online Inventory Management for the Cleveland VA Medical Center (10701 East Blvd Cleveland, Ohio 44106.) Contract will be a Base Year with Four One Year Options.

Background.

Ever-evolving medical center construction, renovations, moves, and ergonomic modifications are a continual, ongoing process at the VA Northeast Ohio Healthcare System. In an effort to be fiscally responsible, furniture that is in good working condition but no longer needed in an area is dismantled and moved to an off-site storage facility. When new needs arise, this furniture is often recirculated in another medical center area of the facility, any of our 20 Outpatient Clinic, VA Outpatient Surgery Center, or VA outpatient Dialysis center, Veteran Centers. It saves not only in fiscal dollars, but it allows for a quicker turnaround to address needs, especially those in patient care centered spaces. The existing VA Northeast Ohio Healthcare System’s on-site warehouse is not designed to be able to handle and receive these types of items and there is no square footage for this type of activity.

Lastly, furniture storage is only effective if the interior design staff can access quickly a visual of offsite furniture, what items can be selected, reserved and used for a project. Therefore, a dedicated, up-to-date, web-based inventory management system is imperative to the contract. Therefore, the main driving factors for off-site storage requirement comes from a lack of available space at the Cleveland VA’s medical center’s onsite warehouse as well as a need for web-based, inventory management system for the items being stored.

Scope.

Provide racked storage and inventory management service for VA furniture stock.

Inventory management will include photographing furniture, accurate quantity count, upload into the inventory system, palletizing or boxing furniture, chairs or accessories, and placing in the racking system of any items that are returned, direct shipped for inventory. Inventory should take place within one week of items arriving at the warehouse. An allowance of 40 hours per month (10 hours per week) will be estimated to complete inventory uploading and racking.

Inventory will be comprised of both stand-alone furniture. Examples would be seating (task, guest, lounge, recliners), desks, file cabinets (lateral and pedestal), storage cabinets, lockers, electric height adjustable bases, surfaces, tables and ergonomic accessories as well as system furniture components.

Inventory levels will fluctuate as furniture is pulled and scheduled install or returned to stock, and as a result of this expected variance in Cleveland VA furniture, the contractor’s facility must be able to accommodate 400 bays of furniture with a minimum of 100 bays.

As stated, the quantity of bays of furniture will vary month by month. The contractor’s proposal must include a price per 4’x8’ bay per month as well as total cost which would be the cost per bay x 325 bays x 12 months. The quantity of bays being used is to be assessed on the first of the month and the monthly invoice will be for the number of bays being used x the per bay cost. Any unused funds on the PO at the end of the contract will be de-obligated.

Contractor proposal also to included cost of inventory management on the proposal as well. VA is estimating that 10 hours per week should be sufficient max allotted time to upload anything that comes back or is drop shipped for inventory for the week. Cost should be 10 hours x $60 per hour (market rate) x 52 weeks. 20 hours allowable per month. Time should be listed out as a line item on submitted monthly quotes.

The quantity of bays being used will include the 4’x8’ racked furniture as well unracked furniture that may be on the floor waiting racking or distribution to the VA. The floor area for this unracked furniture will be accounted for by calculating the equivalent number of 4’x8’ bays. Space and costs required for circulation, aisles, truck docks, inventory management, etc. are to be accounted for in the per bay costs. Monthly assessment of services will be based solely on the quantity of bays.

All existing VA stock furniture must be transported from its existing location within 3 weeks of contract award. All VA stock furniture must be inventoried and entered into the web-based inventory management system within 6 weeks of contract award. Training will be needed in this timeframe to the COR and associated VA interior designers as required. The labor cost for transport and inventory must be itemized and included in the proposal.

Specific Tasks.

Task 1 – Furniture Inventory Storage

· Furniture is to be stored on racks in a neat and orderly fashion and is to be arranged to maximize efficient use of the bays.

· Upholstered seating to have a plastic dust cover to protect while in storage.

· Excessive underutilization of bays will result in the Contracting Officer assessing the usage and possible prorating of bay quantities.

· Unless necessary to keep small or stackable items contained, furniture will be stored on open shelves. If speedpacks boxes are needed, these will be clearly labeled so contents can be easily identifiable.

· Provide bay heights as needed to accommodate 85” high panels in an upright position.

· The ground row is expected to be 7‘-6” high to accommodate standing height panels.

· The 2nd and 3rd tiers are expected to be 6’-0” high. This will accommodate a 5-drawer file cabinet.

· VA Inventory is to be grouped together in the warehouse.

· A defragment of VA inventory should be condensed/evaluated once a quarter at no additional cost to the VA.

· VA inventory is to be labeled so it can be identified on site visits.

· The first, non-holiday business day of the month, the contractor will submit to the COR a current bay count of how many bays are in use.

· During a calendar-month time frame, if the bay count reaches within 15 bays of the maximum 325 bay count, the contractor will notify in email the COR, so an overage does not occur.

Task 2 – Inventory Management

· Contractor is to provide a web-based inventory management system that can be accessed by designated VA personnel.

· Dedicated personnel will be assigned solely to observe, interact, assist and assure protection of VA inventoried materials.

· Current inventory management is SnapTracker

· It is to have a username and password protection

· Inventory management system shall provide itemized information on each piece of furniture in storage.

· Information to be included is:

· description of furniture,

· quantity,

· photograph

· (misc. systems furniture components do not need to be photographed)

· Photograph of manufacture tag

· condition, manufacturer

· color

· fabric or coated upholstery

· dimensions

· status (reserved/available).

· Furniture does not need to be bar coded.

· Furniture listings are to be uploaded to the inventory management system within seven (7) business days of the items being returned to the facility.

· Estimated of 10 hours max per week to upload any returned furniture for a total of 40 hours a month to be allowed.

5.2.1 – Inventory Management – Information Security

· Security Requirements:

· Contractor employees providing services at VA facilities may undergo a security clearance in the form of a basic background investigation.

· Service & Maintenance will follow the security requirements as per VA’s Medical Device Protection Program (MDPP) which protects VA’s medical devices through a comprehensive security initiative that encompasses pre-procurement assessments, medical device isolation architecture (MDIA), communication, validation, scanning, access control list remediation, patching, and secure remote connectivity.

· General Security

· Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

· Check - In Requirements

· The Contractor Service Personnel and/or representative must report to the appropriate department Supervisor or designated point of contact (POC) to sign in with department staff before work begins. Additionally, one must submit any mobile media devices that would be used on the system for a virus scan. Upon completion of work, the Contractor Service Personnel and/or representative must report to the appropriate department Supervisor to brief that Supervisor or related department staff point of contact (POC) if Supervisor is unavailable concerning completion of service, and then to sign out. At the end of each briefing, Contractor Service Personnel and/or representative will and must sign out.

· Contract Personnel with limited and intermittent access to equipment connected to facility networks on which limited VA sensitive information may reside, including medical equipment contractors who install, maintain, and repair networked medical equipment such as CT scanners, EKG systems, ICU monitoring, etc. In this case, Veterans Health Administration facilities must have a duly executed VA Business Associate Agreement (BAA) in place with the vendor in accordance with VHA Handbook 1600.1, Business Associates, to assure compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) in addition to the contract. Contract personnel, if on site, should be escorted by VA IT Staff.

· Not applicable in this contract as staff are not working on any IT medical or IT equipment on this contract.

VA Information Custodial Language

· a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

· b. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

· Not valid on this contract due to no VA Sensitive information being processed or accessed.

Task 3 – Coordination with VA Personnel

· Contractor shall respond to phone calls, texts, or emails with 24 hours.

· Contractor shall provide quotes for services of delivery within 3 business days.

· VA may reach out to warehouse manager/point of contact to have VA grounds crew pick up furniture pulled from inventory for a scheduled pick up.

Task 4 – Miscellaneous Requirements

· Contractor shall own or have access to delivery trucks with lift gates and equipment capable of picking up or delivering furniture to/from the VA medical center and outpatient clinics over a variety of floor surfaces

· Equipment should be in good condition.

· Casters checked for any anomalies.

· Contractor shall have on staff, furniture installers that are certified to install Commercial furniture manufactured by Haworth, Herman Miller, Steelcase, and Allsteel. Additional preferred manufacturers are National Office Furniture/Kimball, Great Openings, Workrite, HON, Wieland Sauder, Krug, Humanscale, KI, IOA, Winco/Champion and Ergotron and more.

· Labor for furniture delivery or installations will be obtained thru a job-specific quote and PO and is not expected to be included as a part of this contract.

· Contractor is to accept credit card payments from VA purchasing for installation of small projects from inventory. Third party vendors will not be accepted (i.e Square Space, etc.).

· The contractor’s storage facility is expected to be open and accessible by appointment to VA staff and designated furniture vendors 7:00am – 3:30pm, Monday-Friday, excluding Federal Holidays.

· If additional off-hours access is needed, this will be coordinated and handled via an additional quote and purchase order with the contracted warehouse.

· The contracted warehouse will directly receive furniture deliveries from the VA or outside vendors/dealers for projects. Orders are to be inspected for damage, counted, and notify VA for delivery scheduling.

· VA staff and designated furniture vendors would only handle furniture at the truck dock, and not within the storage facility.

· All staff on VA property will be required to have a visible identification badge.

· All staff on VA property will be required to conduct their business in a professional manner including appropriate attire, language, and behavior.

· All staff on VA property will be required to comply with all applicable VA safety requirements and policies.

· All staff on property are to comply with VA’s smoke free campus (including vape pens)

· Furniture storage is to be provided in a lighted, secure, climate-controlled facility that is free of insects, rodents, and water issues.

· Contractor will be responsible for 100% replacement of any lost or damaged furniture while in the storage facility or in transit to an installation site.

· Temperatures are to be maintained between 55-85 degrees Fahrenheit.

Performance Monitoring

· Performance will be monitored by the designated VA COR (Contracting Officer Rep), as well as VA interior designers.

· Furniture storage quantities will be assessed on the first of each month of the contract as discussed in task 1. It is expected that the quantity of stored furniture on that date will be representative of the average quantity of furniture for the month. If there are large swings in the quantity of materials that would make this a poor indicator of the average, the contractor is to notify the COR of projects that have been installed or returned and the effect on the quantities.

· VA COR will be monitoring the contract with physical site visits.

· VA COR will monitor the response time with requests to the contractor for reservation of furniture, times for deliveries, and time it takes to get quotes.

· Conformance with the requirements for updating the inventory system will be monitored on a continual basis by the COR. Repeated non-conformance may result in the termination of the contract.

Security Requirements

· Furniture is to be stored in a protected and secured facility.

Other Pertinent Information or Special Considerations.

· The existing 350 bays of furniture stock are currently located at 7635 Hub Parkway, Valley View, OH.

· Proposal must include an itemized cost for labor for moving the existing furniture to the contractor’s facility as well as the labor to upload, per the specifications above, to the inventory system.

· Contractor’s storage facility must be located within 20 travel miles of the VA Medical Center located at 10701 East Blvd., Cleveland OH 44106. Distance will be verified by an online mapping website like Google Maps.

· Contractor’s storage facility must be located along the I77/I480 corridor intersection for quick access to the medical center as well as highway access to the VA outpatient clinics in Northeast Ohio. Must be no more than 8 miles off of the highway on a main road in an industrial park area.

· Contractor’s storage facility must not be in a known flood zone.

Risk Control

· While working at the VA Medical Center or Outpatient Clinics, all VA safety and infection control policies and protocols must be adhered to.

Place of Performance.

· Place of performance will be at the contractor’s storage facility. Any installations or deliveries to/from the VA Medical Center or Outpatient Clinics will be handled with separate quotes and PO’s.

B.5 PRICE/COST SCHEDULE

ITEM INFORMATION

Offsite Furniture Storage and Electronics Inventory Management Contract Period: Base Year POP Begin: 07-01-2025 POP End: 06-30-2026 PRINCIPAL NAICS CODE: 493110 - General Warehousing and Storage PRODUCT/SERVICE CODE: S215 - Housekeeping - Warehousing/Storage

Offsite Furniture Storage and Electronics Inventory Management Contract Period: Option Year 1 POP Begin: 07-01-2026 POP End: 06-30-2027

Offsite Furniture Storage and Electronics Inventory Management Contract Period: Option Year 2 POP Begin: 07-01-2027 POP End: 06-30-2028

Offsite Furniture Storage and Electronics Inventory Management Contract Period: Option Year 3 POP Begin: 07-01-2028 POP End: 06-30-2029

Offsite Furniture Storage and Electronics Inventory Management Contract Period: Option Year 4 POP Begin: 07-01-2029 POP End: 06-30-2030

GRAND TOTAL

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the last 30 days of the contract expiration date.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the last 30 days of the contract expiration date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.6 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.7 VAAR 852.237-75 KEY PERSONNEL (OCT 2019)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the Contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual.