36C25519Q0010-003.docx

36C25519Q0010

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.

DUNS:

DUNS+4:

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 SI

GN 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. SIGN

ATURE 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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

589-19-1-5545-0001 36C25519Q0010 10-18-2018 Dixon Jr, Paul 913-946-1980 11-05-2018

10:00 AM CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X Y 337211 1000 Employees N/A X 36C255 Department of Veterans Affairs Harry S. Truman Memorial Veterans' Hosp.

800 Hospital Drive Columbia MO 65201-5275 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page

SEE SECTION B, DELIVERY

SCHEDULE FOR DETAILS.

See CONTINUATION Page X X

PAUL DIXON, JR.

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:

Offeror DUNS #:

Company Name and Address:

Point of Contact:

Phone Number:

Email Address:

Tax ID#

GSA or VA NAC Contract Number

b. GOVERNMENT: Contracting Officer 36C255 Paul Dixon, Jr.

Department of Veterans Affairs Network Contracting Office (NCO) 15

3450 S 4th Street Trafficway Leavenworth KS 66048

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.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp

Austin TX 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 REQUIREMENTS

Harry S. Truman Memorial Hospital (Columbia, MO) Purpose:

The Harry S. Truman Memorial Veterans Hospital located at 800 Hospital Drive Columbia, MO. 65201 has constructed new administration areas for Human Resources (HR) and Quality Management (QM). New furnishings are required to meet the newly constructed, modernized, technical design of the department.

Scope of Work:

Vendor is to design, furnish and install efficient complete ergonomic freestanding work stations and storage accessories as needed for administrative offices, Team Rooms, File Rooms and Copy/Storage Rooms. The admin areas will be located on the 6th floor. Freight elevators and stairs are available to use for delivery and set up. There is a loading dock that can be coordinated. Furniture shall be delivered between December 17, 2018 and December 28, 2018.

Vendor will submit suggested layout of the following rooms for most efficient use of space based on the new furniture, room usage, and approximate room measurements as per attached prints.

Quality Management Room 602 Open Office, 15 work stations Room 603 Office, Supervisor Room 604 Office, Room 605 Office Room 606 Copy/Storage Room 607 Shared Office Room 608 Team Room Room 609 Office, Service Chief Human Resources 660A Waiting area 660 Open Office, 2 Work stations, reception 661Open Office (PIV), 5 Work Stations 662 Office, Service Chief 663 Office 664 Office 665 Team Room 666 Office 667 File Room 668 Office 670 Office 671 Office 672 Copy/Storage Room 673 Office 674 Open Office, 2 work stations 675 Office 676 Office 677 Office 678 Office 679 Office 680 Office 681 Office 682 Office, reception 685 Exam Room

Consisting of:

Rooms 662, 609-Service Chief office

(1) 48’w x 24”d x 29.5”h freestanding table, surface shall be TBD

(2) 60”w x 24”d x 29.5”h freestanding credenza (return); All products to be freestanding. All metal of desking and storage units shall be TBD. Surfaces shall be TBD

(1) Universal filing Pedestal:, B/B/F configuration- 20-gauge steel construction with angled pulls, paint finish TBD, two 6" box drawers, one 12” file drawer, locking casters, Counterweight included, Central lock, Fits under 24" deep work surfaces, Overall Dimensions: 22-23”d x 29” (max) h x 15”w.

(1) Universal filing Pedestal: F/F configuration, 20-gauge steel construction, paint finish TBD, two 12" file drawers, locking casters, Counterweight included, Central lock, Fits under 24" deep work surfaces, Overall Dimensions: 15"W x 17 5/8"D x 27 9/16"H

(1) Dual screen/double extension computer monitor arm (height adjustable, tilt/swing 180 degrees);

(1) Administrative Task chairs, see common description below

(2) Guest / Side chairs, see common description below

Rooms, 675, 676, 677, 678- Shared office Each of the subject offices shall have the following:

Room 660 Reception This is the reception are for Human Resources. It is a modular freestanding system with both work stations, one at ADA height, the other standard height.

(3) 24”d x 60”w work surface, rectangular w/grommet

(1) 24”d x 66”w work surface, rectangular w/grommet

(2) 24”d x 72”w work surface, rectangular w/grommet

(1) 60”w x 14”d Bowed counter cap

(1) 66”w x 14”d Bowed counter cap

(2) 30”h, 90 degree cover

(2) 42”h, 90 degree cover

(2) 66”h, 90 degree cover

(1) 66”h three-way cover

(3) 24”w flipper door unit

(2) 30”w flipper door unit

(1) 36”w flipper door unit

(2) B/B/F (6”/6”/12”) work surface supporting pedestal

(2) 30”w worksurface supporting lateral 2-drawer file, no top

(2) 24”w x 30”h fabric covered acoustical panel, powered base

(2) 24”w x 42”h fabric covered acoustical panel

(1) 24”w x 54”h fabric covered acoustical panel, powered base

(5) 24”w x 66”h fabric covered acoustical panel, powered base

(2) 30”w x 66”h fabric covered acoustical panel, powered base

(1) 36”w x 42”h fabric covered acoustical panel, powered base

(5) 36”w x 66”h fabric covered acoustical panel, powered base

(1) 42”w x 30”h fabric covered acoustical panel, powered base

(3) worktop support, left

(1) worktop shared support, left hand

(4) worktop support, right

(3) worktop shared support, right hand

(6) Slim profile task light, fits 24” – 60” wide

(2) Power Duplex Circuit 1, (Box of 6)

(2) Power Duplex Circuit 2, (Box of 6)

(2) Power Duplex Circuit 4, (Box of 6)

(5) 21”w powerpac blk to blk harness

(24) 18”w powerpac blk to blk harness

(3) 36”w x 6”h metal slatwall kit w/paper management tools Room 661 PIV

Room 663, 664, 666, 668, 670, 671, 673, 679, 680, 681, 603, 604, 605 - Single/Supervisor Office Each office shall consist of:

(1) Dual screen/double extension computer monitor arm (height adjustable, tilt/swing 180 degrees);

(1) 48’w x 24”d x 29.5”h freestanding table with 2 full ends, surface shall be TBD

Room 607 – Shared Office

Room 602 and 674 – Open Offices Room 602 is a large open office that shall consist of system furniture for 15 work stations. Room 674 consists of two (2) work stations (stand alone – not connected). Each work station shall consist of:

(1) Dual screen/double extension computer monitor arm (height adjustable, tilt/swing 180 degrees);

(1) Administrative Task chairs, see common description below

(1) 24”d x 48”w rectangular worksurface, w/grommet

(1) 24”d x 84”w rectangular worksurface, w/grommet

(2) 42”w “flipper” storage unit

Workstations to be constructed from (TBD) 24”w x 54”h acoustical panels, powered and non-powered (TBD) 42”w x 66”h acoustical panels, powered and non-powered (TBD) 48” x 54”h acoustical panels, powered and non-powered (TBD) Worktop supports (both right and left) Room 685 – Exam Room

(1) 60”w x 24”d x 29.5”h, free standing table with 2 full end panels

(1) 60”w x 15”d x 41.9” closed hutch with doors and 1 fixed shelf and 1 fixed shelf divider

(1) 30”d x 19.25”d x 52”h lateral file, 4 fixed drawers

(1) Universal filing Pedestal:, B/B/F configuration- 20-gauge steel construction with angled pulls, paint finish TBD, two 6" box drawers, one 12” file drawer, locking casters, Counterweight included, Central lock, Fits under 24" deep work surfaces, Overall Dimensions: 22-23”d x 29” (max) h x 15”w.

(1) Dual screen/double extension computer monitor arm (height adjustable, tilt/swing 180 degrees);

(1) Administrative Task chairs, see common description below

(1) 25”d x 36”w x 35”h, low back, bariatric stacking armchair, 4 leg base, vinyl seat and back, cleanable, non-permeable

(1) Side chair, low back stacking armchair, 4 leg base, vinyl seat and back, cleanable, non-permeable, same material/finish as bariatric chair Room 682 _ Employee Health Admin/Check-in

(1) Dual screen/double extension computer monitor arm (height adjustable, tilt/swing 180 degrees);

(6) Guest/side chairs, see common description below Room 665, 608 –Team Room Each team room shall have the following:

(1) Conference room table; 44”d x 84”w x 29”h, boat shape, arch base, bullnose edge. No wood or particle board.

(8) Admin task chairs, see common description below.

(3) Guest/side chairs, see common description below.

(1) Computer stand/table; 18-24”d x 24”w x 29”h; finishes to match conference table.

Room 606, 672 – Copy/Storage Room N/A Room 667 -File Room

(6) Rotary filing cabinets (max 76” high), with marker board overlays, consisting of:

6 openings per section, one divider per shelf, adjustable shelfs up to 1-3/4” Each cabinet keyed differently

ADMINISTRATIVE TASK CHAIR

Administrative task chairs, in addition to the specifications below, each chair shall have: high back; upholstered fabric memory foam seat (minimum 2 inch thick, density 2.7-5 lbs) with the front edge a seamless waterfall; height adjustable live lumbar pad; arms shall be height and width adjustable, with sliding arm caps; Synchro-Tilter with Back Angle Adjustment control mechanism; active weight capacity: 300 lbs; static load capacity: 1000lbs; Life Time Warranty

Overall Depth : 24in Overall Width: 24-26 in Overall Height: 40-45 in Seat Height: 17-22 in Seat Depth: 17-20 in Armrest Clearance: 17-21 in Arm Height (from Seat): 8-11 In Back Height (from Seat): 23 in Product Weight: maximum 50 lbs Elastomeric mesh back Soft casters (for operation on a 2mm LVT floor) Must meet all BIFMA standards for safety and durability Must meet (minimum) CAL117 fire rating standards

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GUEST / SIDE CHAIRS

Guest/side chairs, in addition to the specifications below, each chair shall have: upholstered fabric seat with the front edge a seamless waterfall; frame constructed of (minimum) 0.875 in diameter metal tubing; wall saver leg design (to prevent chair back from damaging wall); active weight capacity: 300 lbs; static load capacity: 1000lbs; Life Time Warranty

Overall Depth : 24in Overall Width: 20 in Overall Height: 33-35 in Seat Height: 17.5 in Seat Depth: 18 in Seat Width: 19 in Back Height (from Seat): 17 in Product Weight: maximum 20 lbs Elastomeric mesh back Stackable Polypropylene shroud on the underside of seat frame (to prevent imprints or damage when stacked) Must meet all BIFMA standards for safety and durability Must meet (minimum) CAL117 fire rating standards

Prolonged survival of pathogenic organisms on chairs and other environmental surfaces has been documented and may play a significant role in infection transmission in the healthcare setting. Patient related upholstered furniture must be fluid resistant, non-porous and cleanable. Furnishings must be able to withstand frequent cleaning with facility approved cleaning and disinfectant products. Upholstery must be able to be cleanable with a cleaning solution of bleach and water.

Seating should have the wall saving metal welded frame capable of supporting heavy weights and have field replaceable urethane arms and field replaceable upholstered zippered back and seat. All connections are to be metal to metal; no plastic.

Images for all products submitted and actual fabric/metal color samples with technical information must be provided with submissions to prove equality of color/metal/surface materials to establish compatibility of full area color scheme. Photographs of fabric and paint are not acceptable.

Submit copies of manufacturer’s detailed technical data and specification sheets for materials, fabrication, and weight capacity of the product specified herein.

Warranty of all furniture items- Warranty: Manufacture Warranty or 1 year, whichever is greater.

Material/Finish samples- All work surfaces shall be laminate. Color/pattern to be finalized upon award. Vendor will provide actual fabric and finish samples for all chairs for approval to the Engineering Department, Jason Bavlnka 573-814-6169 Sustainable Requirements:

All specified products must demonstrate that they are a green product and meet the following characteristics:

1. Utilize sustainable practices to eliminate, minimize, or mitigate adverse environmental impacts.

2. Integrate pollution prevention, waste reduction, and natural resource conservation in their manufacturing process.

3. Contain sustainable, recycled, and/or recovered material.

Installation/Protection and Acceptance:

Installation:

· Vendor will accept, unbox, remove all packing materials and install furniture as directed on site by Jason Bavlnka, Engineer or Patricia Beasley, Interiors Coordinator Facilities Management.

· Clean/sweep up any debris caused by the installation process.

· Ensure furniture is not damaged at completion of the installation.

· The install must be completed in consecutive working days with no less than 8 hour working days.

Acceptance:

· Furniture shall be installed neat, and level and without damage.

· Furniture will be installed and meet the requirements listed.

Delivery, Storage and Handling Information:

· Deliver material in original package marked to identify the contents and Purchase Order number assigned to the order must be displayed on the packaging by the manufacturer.

· Prior and during transit: Storage is to be in a dry and protected location, to maintain integrity of the product. Delivery and warehousing of furniture will not be permitted at the Harry S. Truman VAMC warehouse.

· No drop ship of items.

· Point of Contact – Jason Bavlnka 573-814-6169

VA Security Clause Authorization requirements do not apply and a security accreditation package is not required.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

PROVIDE LABOR, SUPPLIES AND FURNISHINGS FOR THE NEWLY CONSTRUCTED QM AND HR OFFICES ON THE 6TH FLOOR. THIS INCLUDES ALL DESK, FILING, CHAIRS, TO ACCOMODATE THE NEW AREA NEEDS.

B.4 DELIVERY SCHEDULE

Harry S. Truman Memorial Veterans' Hospital 800 Hospital Drive Columbia, MO 65201 5275

USA

913-946-1980 paul.dixon@va.gov

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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 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 32.608-2 of the Federal Acquisition Regulation 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. 2409 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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 ITEMS 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 852.203-70 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.3 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

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

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(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.

(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. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(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). The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

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

(e) Exceptions. If, based on one of the circumstances below, 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.4 VAAR 852.246-70 GUARANTEE (JAN 2008)

The contractor guarantees the equipment against defective material, workmanship and performance for a period of manufacture warranty or 1 year or whichever is greater, said guarantee to run from date of acceptance of the equipment by the Government. The contractor agrees to furnish, without cost to the Government, replacement of all parts and material that are found to be defective during the guarantee period. Replacement of material and parts will be furnished to the Government at the point of installation, if installation is within the continental United States, or f.o.b. the continental U.S. port to be designated by the contracting officer if installation is outside of the continental United States. Cost of installation of replacement material and parts shall be borne by the contractor.

(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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employer’s liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes.