36C26019Q0373-001.pdf

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. 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 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. 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 49

663-19-2-088-0010

36C26019Q0373 04-23-2019

CRAIG WAGSTAFF 298-429-2010 05-07-2019

1:00 P.M. MST

Department of Veterans Affairs Network Contracting Office 20

960 Broadway Ave, Suite 460 Boise ID 83706

X 100

X

337215

500 Employees

NET 30 DAYS N/A

X

Department of Veterans Affairs

CRRC / VET CENTER

305 S. LUCILE STREET

SEATTLE WA 98108

Department of Veterans Affairs Network Contracting Office 20

960 Broadway Ave, Suite 460 Boise ID 83706

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

866-372-1141

See CONTINUATION Page

Medical Office Furniture for the CRRC & Vet Center See Section B Work Statement & Installation requirements See Attachments 1, 2, & 7 for Floor Layout & list of Items See Attachments 3, 4, 5, & 6 for more detail specifications

Brand Name or Equal

POC: Stacey Hawkins; 206-716-5737; stacey.hawkins@va.gov

NAICS 337215 - NMR CLASS WAIVER

See CONTINUATION Page

X X

Robert Hamilton

36C26019Q0129

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS…………1

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

B.2 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

2018)

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

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.4 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.7 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2018)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

E.4 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL

2016)

E.5 52.211-6 BRAND NAME OR EQUAL (AUG 1999)

E.6 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

Contractor shall provide furniture and ancillary items including installation, installation planning, project management services, and for the removal and recycling of packaging materials for the activation of the CRRC & Vet Center located in downtown Seattle, Washington. All items purchased under this contract shall be new, no grey market, after market products.

See Attachments:

Attachment 1: Floor Plan (CRRC) Attachment 2: Floor Plan (Vet Center) Attachment 3: Spec Sheet 1 (Chairs) Attachment 4: Spec Sheet 1 (Desks) Attachment 5: Spec Sheet 1 (Files) Attachment 6: Spec Sheet 1 (Tables) Attachment 7: Quote Sheet (MS Excel)

PERFORMANCE WORK STATEMENT (PWS)

FOR THE DELIVERY & INSTALLATION OF FURNITURE

AT THE VA PUGET SOUND CRRC/VET CENTER ON 305 S. LUCILE ST.,

SEATTLE, WASHINGTON

Project Title: Supply Furniture and Associated Services for the Activation of VA Puget Sound CRRC/Vet Center

Project Address: 305 S. Lucile Street, Seattle, WA

Agency (VA) Point of Contact: Stacey Hawkins (Interior Designer);

stacey.hawkins@va.gov

Contract Specialist: Craig Wagstaff; craig.wagstaff@va.gov

Vendor shall provide furniture and ancillary items including installation, installation planning, project management services, and for the removal and recycling of packaging materials for the activation of the VA Puget Sound CRRC/Vet Center on 305 S. Lucile St. in Seattle, Washington.

1.0 GENERAL REQUIREMENTS:

1.1 Vendor shall completely prepare site for furniture installation, including labor, materials, tools, and equipment for the complete delivery, un-packaging, assembly, installation of furniture, and removal of debris as further outlined in the furniture specifications and drawings, or as further outlined in this Performance Work Statement.

1.2 Project Management: Vendor to coordinate project meetings with the VA Point of Contact (POC) as required in order to facilitate proper installation. Meetings expected:

one per week plus punchlist walk-through and final walk-through.

1.3 Delivery “Will Call” Date: The expected delivery “Will Call” date is Friday, June 7, 2019. Furniture delivery to be coordinated with VA Interior Designer. The Contractor maybe required to adjust the start date if there is delay in completion of the building at no additional cost to the government. Furniture delivered prior to the “Will Call” date will not be accepted at the site. The Vendor shall provide an adequate workforce to complete the delivery and installation of furniture. The project shall be completed within 2 weeks of the installation date. Installation is scheduled to begin Monday June 17th. This time constraint is required for the VA IT Department to get computers, monitors and telephones installed and on the VA network.

1.4 Deliverables to be submitted with this offer:

1. The Vendor shall provide detailed installation plans. The detailed installation plans and associated schedule submitted to the VA shall include incorporation of staging areas, the various manufacturers, product lines, dealers, etc. into the plan and schedule. Upon awared of the contract, then Vendor is required to update the detailed installation plan as needed, coordinate deliveries, oversee the installation, scheduling and coordination of the various manufacturers, product lines, dealers, etc.

2. Key Personnel responsible for executing the scope of work:

Submit a one page resume (maximum), listing relevant project experience, and short narrative of qualifications for each person. Any changes to proposed personnel after award of contract shall be reviewed and approved by the VA POC prior to any staffing adjustments.

a. Project Manager:

i. Vendor shall assign an experienced project manager, as the main point of contact for the entire project.

ii. Project managers will have 10 or more years of documented experience in supervising staff and organizing large furniture assembly and moving projects similar in size and scope to the proposed work.

Experience will include projects upwards of 40,000 square.

iii. Project manager is responsible for submitting the weekly tracking reports, and responsible for ensuring the work is being executed in accordance with the schedule.

iv. Project manager is responsible for verifying with each of their team leads for complete and thorough installation execution on a weekly basis. This shall include quality control measures to ensure that all furnishings operate properly, and are ready for move-in occupancy.

v. At the end of each week, the Vendor’s project manager is responsible for submitting a weekly tracking report to the VA that has been verified and checked prior to submittal.

b. Installation Leads:

i. Vendor shall assign experienced “installation leads”.

ii. Team leads shall be responsible for installing per the plan layouts and task requirements, and verifying that all furnishings are installed per manufacturer warranty specifications, and are ready for move-in occupancy. This shall include, but is not limited to, proper final adjustments to all furnishings (for example: sit-to-stand desks, storage pedestals, monitor arms tension adjustments, filing cabinets with placement of interior drawer rails, and bookcase shelving, etc. )

iii. Resumes will be provided for each installation lead and include the following minimum requirements:

Installation leads will have 5 or more years of documented commercial furniture installation experience in furniture assembly in the role of a lead installer.

iv. Individual leads will have experience on at least 10 relevant projects.

3. Provide 3 copies of the manufacturer's Operation and Maintenance (O&M) manuals, and furniture installation instructions 15 days after award to the

Contracting Officer and POC.

1.5 Hours of Work: The Vendor shall work whatever hours necessary to complete the job/ project at hand.

1.6 Storage and Staging Areas: For the purposes of this scope the Vendor should plan to coordinate in advance any required storage and staging with the Project Superintendent.

1.7 Vendor shall execute work in such a manner as to interfere as little as possible with work being done by others. Vendor shall keep roads clear of furniture, materials, debris, standing moving equipment and vehicles at all times.

1.8 The Vendor shall require its employees present a neat, professional appearance and behavior at all times while at VA facilities, and require employees not to wear clothing that has pictures or words which could be considered indecent or inflammatory. The contractor’s employees and sub-contractor employees must wear company uniform shirts that have an identifying company logo.

1.9 All employees of Vendor and its subcontractors shall comply with VA security management program and obtain clearance from the VA police, prior to beginning work on the site, and must be identified by project and employer. VA issued identification badges will be provided to vendors/contractors at the site.

1. Vendor’s employees shall not enter the project site without appropriate badges.

2. Upon receipt/acceptance of the contract the Vendor shall give four week’s notice to the Contracting Officer, so that security arrangements can be provided for the employees. The successful vendor shall provide a list of employee’s names to the CO, so badges can be made prior to the vendor or subcontractors arriving on the jobsite. The vendor’s employees shall present a photo ID to security police in order to receive badges.

3. Upon completion of the contracted services, and punch-lists the Vendor shall return all VA property, including badges to the VA COR.

4. VA reserves the right to close down or shut down the project site and order Vendor’s employees off the premises. If such a case occurs, the Vendor shall return to the site only with the written approval of the Contracting Officer.

1.10 Fabric Coordination: The color pallet for all the furniture and fabric selections are part of the furniture specifications, and shall not be changed. Substitutions typically will not be allowed, however, special consideration will be given for any out of stock fabrics with long lead times which would significantly extend the project’s timeline. All pattern and color changes will be subject to the VA’s Interior Designer review. Refer to section 1.9 for substitution approval process. When the same fabric is used on separate furniture items, it shall be from the same dye lot.

1.11 Substitutions after Award: Substitutions will be considered only if they meet the design intent and original specification criteria.

1) No substitution will be considered unless written request for approval has been submitted by the Vendor, and has been received by the Contracting Officer (CO) as a separate offer. For any proposed substitution include the name of the material or equipment for which it is to be substituted, and a complete description of the proposed substitute, including drawings, dimensions, cut sheets, performance and test data and any other information necessary for an evaluation in a side-by-side comparison. A statement setting forth any changes in other materials, equipment or work that incorporates the substitute shall be included.

The burden of proof to the necessity of the proposed substitute is upon the Vendor. The CO’s decision of approval a proposed substitution shall be binding.

2) If any proposed substitutions are approved, such approval will be set forth in writing. Vendors shall not rely upon approvals made in any other manner. All Vendors will be allowed to submit an augment to their base offer for any approved substitutions after award of the contract.

1.12 Vendor shall respond to this solicitation in its entirety. Partial offers will be considered ineligible. Incomplete offers will not be accepted.

1.13 Product quantities have been provided for convenience only. It is the responsibility of the Vendor to review all drawings and confirm correct quantities prior to submitting their proposal and submitting order.

1.14 All locks are to be keyed alike to each office/workstation, but different between offices/workstations. VA will require a minimum of two master keys and control keys at the completion of the project.

2.0 DELIVERY:

2.1 Survey: Before any work is started, the Vendor and Project Superintendent shall walk through the site to make a thorough survey of all areas of the building in which furniture installation and alterations shall occur; and areas which are anticipated routes of access.

2.2 Protection: The Vendor shall provide labor, and materials to provide temporary protection of interior and exterior structures at all times against damage of existing structures and grounds where work is to be done, materials handled, and equipment moved and/or relocated. Wherever work is performed, floor surfaces that are to remain in place shall be adequately protected prior to starting work, and this protection shall be maintained intact until all work in the area is completed.

2.3 Restoration: Upon completion of the contract, or at the Project Superintendent’s discretion, depending on the severity of the restoration required, the vendor shall repair any damage to the facilities resulting from failure to comply with the requirements of this contract or failure to exercise reasonable care in performing the work. Two days before expected partial or final inspection date, the Vendor and POC, or his/her representative, together shall make a thorough re-survey of the site. The results of the re-survey shall form the basis for determining the extent of repair work required of the Vendor.

Existing work such as walls, ceilings, partitions, floors, carpeting, lawns, paving, roads, walks, etc., disturbed or damaged as a result of performing required new work, shall be patched, repaired, reinstalled, or replaced with new work, and refinished and left in as good condition as existed before commencing work. At the Vendors expense, Vendor shall immediately restore to service and repair any damage caused by the Vendor's workmen to the facility, interior/exterior finishes, and its premises. Damaged, broken, scratched, ripped, torn, or marred furniture will not be accepted at the site and shall be replaced by the installation Vendor at no additional cost to the Government.

2.4 Removal and Disposal of Furniture Packaging:

The Vendor shall be responsible for the daily removal, and proper recycling and disposal of all furniture packaging to include, but not limited to cardboard, paper, Styrofoam, plastics, wood pallets, metal, etc.

3.0 INSTALLATION

3.1 Vendor shall verify and be responsible for all critical dimensions prior to ordering the furniture. The specifications and documents provided in this contract are not intended to be used as final installation drawings.

3.2 Adjustment and Cleaning: The Vendor shall adjust and check all desks, drawers, shelves, lighting fixtures, monitor arms, and ergonomic chairs to ensure correct operation and function of the furniture installation. The Vendor shall provide cleaning, polishing, and lubrication of furniture in accordance with the manufacturer’s recommendations, and using the manufacturer's approved cleaners, polishes, and lubricants. All items shall be free of defects, dirt, fingerprints and all other surface imperfections and ready for use by the VA. All areas shall be left in a clean, neat condition and ready for occupancy.

3.3 A punch list walk through shall be performed with Vendor's representative. Items on the punch list shall be noted and a response for completion time of each item shall be provided from the Vendor.

3.4 Vendor shall provide to POC electronic copies of each manufacturer’s written instructions for the care, repair and cleaning of their items. This shall be provided within

(30) days of installation completion.

3.5 Vendor shall provide and schedule furniture training demonstrations for VA staff occupants. These demonstrations shall be scheduled once the furniture punchlists are complete prior to move-in occupancy. The training is intended to provide instructions on proper furniture operation for the new occupants.

3.6 As built installation drawings:

Once the installation services and furniture punchlists are complete, the Vendor shall submit electronic copies of the as-built furniture floor plans in both CAD and .pdf format to VA.

4.0 GEMS

The VA Puget Sound Healthcare System has a Green Environmental Management System (GEMS). The facility is committed to protecting and improving the environment.

4.1 Our goals are:

a. Taking a leadership role in environmental stewardship by providing a clean and safe environment in our community

b. Conserving natural resources and supporting their sustainability by upgrading our environmental systems

c. Reducing the use of hazardous products and the generation of wastes

d. Purchasing renewable, reusable, recyclable and recycled products

e. Working to constantly improve the immediate and long term environmental impacts of the products, services and processes used by the VA Puget Sound Healthcare System.

4.2 Waste disposal in landfills shall be minimized to the greatest extent possible. Of the inevitable waste that is generated, as much as possible shall be salvaged, recycled or reused.

4.3 At a minimum, the following waste categories shall be diverted from landfills: clean dimensional wood, palette wood, cardboard, and paper packaging. Vendor shall provide the VA with a detailed report of recycled materials prior to final invoice.

4.4 Vendor shall assign a specific area to facilitate separation of materials for reuse, salvage, recycling, and return. Such areas are to be kept neat and clean at all times.

- End Performance Work Statement –

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 LT __________________ __________________

CRRC FURNITURE

VET CENTER FURNITURE

INSTALLATION AND DELIVERY

GRAND TOTAL __________________

B.2 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DELIVERY DATE

ALL SHIP TO: DEPARTMENT OF VETERANS

AFFAIRS

CRRC / VET CENTER

305 S. LUCILE STREET

SEATTLE, WA 98108

SEE

ATTACHMENT

6/18/2019

MARK

FOR:

STACEY HAWKINS

206-716-5737

STACEY.HAWKINS@VA.GOV

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)

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

(End of Addendum to 52.212-4)

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 control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns.

Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes SDVOSB Set-a-side clause.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(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 852.246-71 REJECTED GOODS (OCT 2018)

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

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

The Contractor will be liable for costs incident to examination of rejected products.

(End of Clause)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(OCT 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108- 78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved]

X[] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[X] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[X] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV…