36C25519Q0631-001.docx

36C25519Q0631

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

703-19-3-3501-0037 36C25519Q0631 07-18-2019 Dixon Jr., Paul 913-946-1980 07-30-2019

10:00 AM CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048-5055 X X 337215 500 Employees N/A X Department of Veterans Affairs Manhattan Kansas Vet Center Manhatttan

KS

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048-5055

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 Solicitation for the purchase of Furniture.

See Section B.3 Price/Cost Schedule for Details.

ALL SDVOSB & VOSB are required to be verified in Vendor Information Pages (VIP), unverified SDVOSB & VOSB will be considered non-responsive to the requirements of the solicitation.

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:

Fax 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 66048-5055

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:

B.2 STATEMENT OF WORK

Vet Center Furniture (Manhattan, KS)

Background

The new Manhattan Vet Center located in Manhattan, KS requires new furniture for the activation. This new furniture will provide seating, tables and desk space to be used by Veterans, their families and guests as well as their caregivers and VA employees (Vet Center and VAEKHCS staff). The requirement of this project is to create spaces that are hospitable, healing, and health-enhancing, both physically and mentally so that Veterans, Active Duty Service Members and their family members across the age spectrum feel as ease and well cared for. A total of 14 rooms requires new furniture.

This project has an expected completion date of September 30, 2019. The site is available to receive and install furniture in August 2019. As this is new construction no existing furniture is available to appropriately furnish the new space.

Manhattan Vet Center Furniture Floor Plan

ROOM PROGRAMMING

b. Square Side Tables (3)

a. Rectangle Folding Table on Wheels (2)

a. Electronic Wood Laminate Stand-Sit Desk (M)

b. Power Strip

c. Power Hubs (2)

c. Child’s Stackable Chairs (4)

d. Ergonomic Lounge Chair

e. Square Side Tables (5)

a. Rectangle Folding Table on Wheel

PRODUCT REQUIREMENTS – UPHOLSTERED/SEATING PIECES

Ergonomic Lounge Chair ***Images for Reference Only

Ergonomic Bariatric Chair

Stand-Sit Chair

Ergonomic Task Chair

Ergonomic Bariatric Patient Recliner

Ergonomic Loveseat

Ergonomic Sofa

Child’s Stool

Child’s Stackable Chair

The product must have the following:

A. Ergonomic Lounge Chair

1) Chair needs to have black polyurethane armcaps

2) Chair should have exposed wood feet of European beach with 12 finish options (Burnished color preferred)

8) Overall chair height should be 31” with a seat height of 17”

12) Chair needs to have a tight back and seat

13) Chair needs to be non-ganging

14) Chair needs to be SCS Indoor Advantage Gold Certified

15) Chair should have limited lifetime warranty

16) Family of lounge seating to include chair, loveseat and sofa (OFS Voyage or equal)

17) Bariatric chair and bariatric patient recliner from the same family (OFS Voyage or equal)

18) A collection of pieces to be available under a quick ship offering

B. Ergonomic Bariatric Chair

1) Chair needs to have black polyurethane armcaps

2) Chair should have exposed wood feet and frame of European beach with 12 finish options (Burnished color preferred)

12) Chair needs to have a tight back and seat

13) Chair needs to be non-ganging

14) Chair needs to be SCS Indoor Advantage Gold Certified

15) Chair should have limited lifetime warranty

16) Bariatric chair and bariatric patient recliner from the same family (OFS Voyage or equal)

17) Family of lounge seating to include chair, loveseat and sofa (OFS Voyage or equal)

18) A collection of pieces to be available under a quick ship offering

C. Stand-Sit Chair

10) Family of desk setting to include chair, desk and file cabinet and additional accessories (VARIDESK or equal)

D. Ergonomic Task Chair (Medium)

5) Needs to have 5-prong/star base with 2.5” hard floors or carpet roll-away resistant casters with quiet roll technology

6) Needs to have a 12-year warranty

13) Family of seating to include Medium and Large Task Chairs (Herman Miller Aeron Chair or equal)

E. Ergonomic Bariatric Patient Recliner

1) Recliner needs to have black polyurethane armcaps

2) Recliner should have 5" fixed casters in front and 5" swivel rear casters with brake and central locking casters

steel foot release lever

7) Footrest and back need to operate independently of one another

10) Needs to be upholstered, arm panels, back and seat with two-tone upholstery available

16) Chair needs to have a tight back and seat

17) Chair needs to be SCS Indoor Advantage Gold Certified

18) Chair should have limited lifetime warranty

19) Chair needs a pull out foot tray

20) Needs to meet 750 lbs weight rating

21) Bariatric patient recliner and bariatric chair from the same family (OFS Voyage or equal)

22) Family of lounge seating to include chair, loveseat and sofa (OFS Voyage or equal)

23) A collection of pieces to be available under a quick ship offering

F. Ergonomic Loveseat

1) Loveseat needs to have black polyurethane armcaps

2) Loveseat should have exposed wood feet and frame of European beach with 12 finish options (Burnished color preferred)

12) Chair needs to have a tight back and seat

13) Chair needs to be non-ganging

14) Chair needs to be SCS Indoor Advantage Gold Certified

15) Chair should have limited lifetime warranty

16) Family of lounge seating to include chair, loveseat and sofa (OFS Voyage or equal)

17) Bariatric chair and bariatric patient recliner from the same family (OFS Voyage or equal)

18) A collection of pieces to be available under a quick ship offering

G. Ergonomic Sofa

1) Sofa needs to have black polyurethane armcaps

2) Loveseat should have exposed wood feet and frame of European beach with 12 finish options (Burnished color preferred)

12) Sofa needs to have a tight back and seat

13) Sofa needs to be non-ganging

14) Sofa needs to be SCS Indoor Advantage Gold Certified

15) Sofa should have limited lifetime warranty

16) Family of lounge seating to include chair, loveseat and sofa (OFS Voyage or equal)

17) Bariatric chair and bariatric patient recliner from the same family (OFS Voyage or equal)

18) A collection of pieces to be available under a quick ship offering

H. Ergonomic Task Chair (Large)

5) Needs to have 5-prong/star base with 2.5” hard floors or carpet roll-away resistant casters with quiet roll technology

6) Needs to have a 12-year warranty

13) Family of seating to include Large and Medium Task Chairs (Herman Miller Aeron Chair or equal)

I. Child’s Stool

3) Stool top edge is routed to have PVC T mold in red to accent the stool and table top

4) Table needs to have 1 1/8” bullnose edge profile to prevent injuries to children

5) Legs should be one piece, 3/16” sheet metal with no welds

10) Family of child furniture to include stool, table (Speck Bean or equal) and chairs (Speck Snowflake II or equal)

J. Child’s Stackable Chair

1) Frame should be (7/8” O.D. 14 gauge) steel tubing free of crimping on all bends

4) Needs to be upholstered, back and seat, with stapled form fitting antimicrobial upholstery in red to match the child’s table and stools

5) Should have 4 legs on the floor with plastic guides

8) Overall chair width should be 15.25” with a seat width of 13”

11) Family of child furniture to include chairs (Speck Snowflake II or equal) and stool and table (Speck Bean or equal)

Available in the following finishes for pricing purposes:

Seat Fabric (Lounge Chair, Bariatric Chair, Bariatric Patient Recliner Loveseat, Sofa): 100% Polyurethane, 100% Polyester Backing, 500,000 Double Rubs, Soil and Stain Resistant Topcoat

Color of child’s white stools, child’s table top and side tables

Color of 2MM PVC Edging for child’s stools and child’s table top as well as matching color for child’s stacking chairs

Child' Stackable Chair Fabric: 100% Polyurethane, 100% Polyester Backing, 500,000 Double Rubs, Soil and Stain Resistant Topcoat, $45.50 per yard

PRODUCT REQUIREMENTS – NON-UPHOLSTERED PIECES

Square Side Tables

Electronic Wood Laminate Stand-Sit Desk

Dual Monitor Arms for Computers

Mat with Rocker

Power Strip

Power Hub

LED Desk Lamp (Picture 1)

LED Desk Lamp (Picture 2)

Slim File Cabinet

Rectangle Folding Table on Wheels

Child’s Corner Table

The product must have the following:

A. Square Side Table

1) Side table needs to be square base and tabletop with radius corners (Speck Sidekick or equal)

5) 3/8” thick counter weight inserted under the whole circumference of the steel disc cover plate for support and to provide weight to give stability to the top

6) Constructed of 1” NAUF (No Added Urea-Formaldehyde) particle board

7) The top density is 39 lbs per sq. in.

8) The table top is 22”

9) The top edge is routed to accept 2MM PVC molding in gray to accent the top

10) The 2MM PVC edge has the impact durability of PVC with a profile similar to self edge

11) Top height should be 25”

B. Electronic Wood Laminate Stand-Sit Desk (Large)

10) Desk needs to meet UL tested and have GREENGUARD and GREENGUARD Gold Certifications

11) Desk needs to have a 10-year warranty

12) Family of desk setting to include desk, file cabinet and chair and additional accessories (VARIDESK or equal)

C. Dual Monitor Arms for Computers

7) Dual monitor arms base needs to fit 1 3/8” max desk width support column 6 3/8” in length

8) Dual monitor arms needs to extend to 29” max with a height of 14 1/8”

D. Mat with Rocker

4) Mat rocker needs to be industrial-grade plastic frame and steel rocker bar for active standing and sitting

7) Mat thickness should be 3/4” thickness with 21 1/8” from the mat edge to the center of the plastic frame

E. Power Strip

F. Power Hub

G. LED Desk Lamp

1) LED desk lamp needs to have a lamp base as well as be able to clamp to desk

2) LED desk lamp needs to have 3 color settings: cool white, warm white and natural white

H. Slim File Cabinet

4) File cabinet needs dedicated space for letter or legal size hanging file folders with a drawer divider

5) File cabinet needs cable opening for in-drawer charging

6) File cabinet needs to be constructed of steel and slate gray in color to match the desk base color

7) File cabinet needs to have a height of 26"

8) File cabinet needs to have a width of 12 5/8"

9) File cabinet needs to have a depth of 19 5/8"

10) File cabinet top two drawers should have a height of 5 1/4”

11) File cabinet bottom drawer should have a height of 11 3/4”

12) File cabinet drawers should have a width of 9 3/4”

13) Family of desk setting to include file cabinet, desk and chair and additional accessories (VARIDESK or equal)

I. Rectangle Folding Table on Wheels

J. Electronic Wood Laminate Stand-Sit Desk (Medium)

10) Desk needs to meet UL tested and have GREENGUARD and GREENGUARD Gold Certifications

11) Desk needs to have a 10-year warranty

12) Family of desk setting to include desk, file cabinet and chair and additional accessories (VARIDESK or equal)

K. Child’s Corner Table

3) Table top edge is routed to have PVC T mold in red to accent the table top and child’s stool

4) Table needs to have 1” bullnose edge profile to prevent injuries to children

11) Family of child furniture to include table, stool (Speck Bean or equal) and chairs (Speck Snowflake II or equal)

Available in the following finishes for pricing purposes:

Square Side Tables

Color of side tables, child’s white stools and child’s table top

Color of laminate table top for the rectangle folding tables on wheels

Color of 2MM PVC Edging for side tables to accent side tables and upholstered furniture

upholstery unit size

CONTRACT REQUIREMENTS

· Ability to obtain parts for facility self repair and warranty:

All components that the furniture is constructed of shall be available for order individually to facility for repair. The manufacturer must be willing to sell/provide parts to replace damaged parts as needed either through the purchase or under warranty work. Those components must be readily accessible to the facility by being made in the USA.

· Cleanability:

All furniture must be easily cleanable (i.e. No nooks or crannies), as determined by the Environmental Management Service and Infection Control at the facility. Finishes and fabrics must not deteriorate or show damage from cleaning.

Ease of use (mechanical and functional):

The utilization of the furniture must be inherent for staff providing all a beneficial level of comfort.

· Warranty:

Furniture shall feature at a minimum, a 5-year limited warranty for any defective material or workmanship under normal working conditions, for 24-hour usage. The warranty shall include the repair of the products that are being purchased, if unable to repair the products then the option for replacement with a comparable product or the option for refund for the purchased price.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

1 Purchase healthcare funishings for the Manhattan Kansas Vet Center new location. Furnishings include couches, chairs, tables, magazine racks, ergonomic work stations in private offices, guest seating, and any accessories necessary to complete the mission of the Vet Center and the needs of the Veterans.

B.4 DELIVERY SCHEDULE

Colmery-O'Neil VAMC 2200 Gage Blvd.

Topeka, KS 66622 0001

USA

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

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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) [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 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 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.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 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and…