36C26123Q0602_3.docx

36C26123Q0448

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

640-23-2-5046-0027

36C261-23-AP2020

36C26123Q0602 05-26-2023 Edward Hunter 702 791-9000 x15197 06-09-2023

12:00 PM

PDT

36C261 Department of Veterans Affairs Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086 X 337214 1000 Employees N/A X See Delivery Schedule

36C261 Department of Veterans Affairs Network Contracting Office 21 Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page ***This is for the procurement of furniture for the Yellow Belt Meeting Pods, Palo Alto, CA. Quotes shall be submitted to Edward Hunter at edward.hunter@va.gov by date specified in Block 8.*** **Offers shall follow the submission instructions specified in FAR Provisions 52.212-1 and 52.212-2, and their addendums included in this solicitation. Failure to follow the instructions will result in an unfavorable evaluation and may not be considered for award.** **Offers must complete VAAR 852.219-78. Read and select the appropriate boxes and you must sign the certification.

Failure to complete this request will be Technically Unacceptable and will not be considered for award.** See CONTINUATION Page X Angela M. Oppenheimer Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Department of Veterans Affairs Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

Statement of Work Department of Veterans Affairs Palo Alto Health Care System 3801 Miranda Ave Palo Alto, CA 94304 Transaction Number: 640-23-2-5046-0027

1. Overview VA Palo Alto Healthcare System (VAPAHCS) has a requirement for private and soundproof meeting pods for office utilization Yellow Belt project in VA Palo Alto facility. These Pods are design to provide the needed space for employees to have a place to work independently without interruption, have brainstorming sessions, and private conversations without disturbing others in the office. Project will be installed in Office of Facility and planning (OFPD), building 6, 1st floor, Majors Projects office Room B-106. Project requirement detail (supply, delivery, and installation services) is outlined in SOW and Salient documents.

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

Healthcare furnishings include two (2) Freestanding Private Meeting Pods.

2. Contract Tasks/Requirements

a. Contractor shall be familiar with VA Palo Alto campus, regulations, security requirements, loading lock locations, and hours of operations.

b. Any contractor personnel, including permanent and temporary staff installers, shall be cleared ahead of installation start date through VA Palo Alto Police Department. Personnel shall wear contractor provided identification and VA visitor’s badges at all times while on VA property.

c. Contractor shall provide Proof of Insurance upon request of VA.

d. Contractor Storage Facility shall meet all building requirement including but not limited to sprinkler, secure, safe, environmental controls – not to void resin panel warranties.

e. Contractor shall have licensed and resin panel manufacturer certified personnel for handing, mechanical attachment per construction drawings, assembly and low voltage wiring.

f. Contractor’s installation vendor shall provide white-glove delivery and installation to the job site.

g. Contractor shall provide Project Manager/Lead Supervisor, Client Representative, Installers, and Service Technicians as needed when providing service to the VA.

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

i. Contractor shall verify project schedule with VA POC, prior to order submittal.

j. Contractor shall coordinate installation date with VA Point of Contact (POC) to occur no later than 45 days after contract award (notice to proceed).

k. Contractor shall obtain VA approval for any changes or corrections to the floor plan.

l. The C&A requirements do not apply, and that a Security Accreditation Package is not required.

3. Project Manager (PM)

a. The Project Manager shall represent the Contractor with whom the Government has awarded the purchase order.

b. Contractor shall complete a pre-installation meeting with VA POC, at a minimum of (10) business days, prior to installation.

c. Contractor shall be available and be on site to coordinate and oversee the delivery of product to project site.

d. Contractor shall complete a final walkthrough with VA POC confirming completion of all previously identified punch list items prior to final VA acceptance of project completion.

4. Protection of Property

a. Contractor shall protect all items from damage. Contractor shall take precaution against damage to the buildings and components of the building in particular stair guardrail glass and storefront glazing adjacent stairs, grounds and installed final finishes. Contractor shall repair or replace any items related to buildings or grounds damaged accidentally, or on purpose due to actions by the Contractor, utilizing materials of the same quality, size, grade and color, to match existing work.

b. Contractor shall perform an inspection of the buildings and grounds with the VA POC prior to commencing work to ensure that the contractor shall be able to repair or replace any items, components, buildings or grounds damaged due to negligence and/or actions taken by the Contractor. Concurrence of the VA POC is required before the Contractor may perform any significant repair work. In all cases, repairs shall utilize materials of the same quality, size, texture, grade and color to match adjacent existing work.

c. Contractor shall be responsible for security of the areas in which the work is being performed prior to completion.

d. Contractor shall provide floor, door, and elevator wall protection while working in all VA facilities. All material handling equipment shall have rubber wheels.

e. Contractor shall submit proposed scaffolding plans and electrical power lift compliant with OSHPD and be approved by VA activation POC prior to use.

f. Public elevators shall have temporary padded wall protection when freight elevator is unavailable.

5. Delivery

a. Contractor shall contact the POC, when complete order has been received, to schedule installation.

b. Contractor shall confirm the scheduled installation date no less than 15 working days prior to start of installation to ensure that all parts have been received and in good condition. VA POC will confirm that space will be made available at appointed installation start date. Installation shall not be scheduled until Contractor has confirmed the receipt of full order. In the event there is a delay in delivery, Contractor shall notify the VA POC immediately.

c. Contractor shall notify the VA POC a minimum of 24 hours advance notice of the scheduled date and time of delivery.

d. Contractor shall ensure that the driver of the delivery vehicle has copies of the delivery order at time of delivery.

e. Contractor shall not attempt to deliver any items before the scheduled delivery date.

6. Receive and Unload

a. The Contractor shall verify and inspect all items both at time of receipt at off-site storage warehouse and upon arrival to the VA site. Any and all deficiencies (damage/overage/shortage) shall be brought to the attention of the POC.

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

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

d. Contractor shall repair or coordinate for replacement of damaged, defective, or missing items.

7. Assembly, Installation, and Removal

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

b. Contractor shall place items in building(s) as identified in the contract and rooms in accordance with the spreadsheets and/or design drawings or specifications by the POC.

c. The contractor will provide light bulbs, and plug in lights to ensure all fixtures are working properly via switching.

d. Contractor shall complete installation of furnishings under this statement of work in the time period specified (07:30 am - 4:00 pm). Contractor to submit schedule to POC prior to starting. If unforeseen scheduling is required by the VA, Contractor shall coordinate revised scheduled, to be approved by POC.

e. Contractor shall inspect components to ensure that they are clean, dust free, free of defects and that installation is complete and all items are ready for use. Floors shall be swept/vacuumed upon completion.

f. Contractor shall adhere to manufacturer’s specifications and not use other manufacturer’s product to interlock with new or existing product potentially invalidating warranties.

g. Contractor shall do a final walkthrough with VA POC and provide a punch list before releasing crew.

h. Contractor Service Technician shall be available for possible service call backs for 30 days following installation.

i. Contractor shall properly store all excess supplies, parts and pieces at project site ready to be shipped out to, VA Palo Alto contracted furniture warehouse storage location.

8. Quality Control

a. Contractor shall be responsible for the removal and disposal of all trash/debris connected with uncrating and assembling and other items installed under this contract. Final acceptance from the VA will not occur until all debris connected with the installation is removed from the VA site.

b. Recyclable products shall be disposed of in accordance with applicable statutes, at respective off-site locations.

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

d. Contractor shall remove all personal trash (food wrappers, drink containers, etc.,) from the work site daily.

e. Conduct of Contractor installation crew shall be courteous and respectful always. Be particularly mindful of our Veteran’s and their needs.

9. Contract Hours

a. The normal work hours will be business hours (7:30am-4:00pm) Monday through Friday.

The Government has the option to modify the normal work week, days and hours, as necessary to meet the mission of the VAPAHCS. Contractor shall be flexible if a change in work hours is necessary to complete the project to accomplish the mission of

VAPAHCS.

Framery Q Floorless Meeting or Equal

Salient Characteristics

GENERAL REQUIREMENTS

Exterior material shell be:

o Painted sheet metal or brushed stainless steel.

o Glass: Sound control laminated glass.

o Frame: Formica laminate on birch plywood with varnish trim.

Interior material shell be:

o Solid walls and roof: A sandwich element of sheet metal, birch plywood, recycled acoustic foam and acoustic felt.

o Floor: Low threshold floor, wheelchair accessible. An anti-static and stain resistant low loop pile carpet for interior floor.

o All electrical components shall be tested according to ISO/IEC guide 17067 and are certified against: IEC 62368-1 and UL 962 (For North American markets). All electric components can be changed if there is a malfunction.

o Pods shall be anchored to the floor to reduce the risk of the pod falling in the event of an earthquake., Manufacturer to provide seismic test reports upon request.

o Product shall provide adequate ventilation to ensure the temperature inside the pod to maintain CO₂ levels inside the pods below the maximum levels recommended in EN 15251 and ASHRAE 62.1. (Provided the CO₂ concentration in the space surrounding the pod is at an acceptable level.)

o The pod and its door (when opened) must not block any path of egress.

o Pods Shall have soft radius edges.

o Meet accessibility requirement of Americans with Disabilities Act (ADA).

o All materials used to construct pods shall be tested and classified according to the American ASTM E84 / UL 723 standards.

o Pods shall be mainly constructed of birch plywood.

o Majority of our materials used shell be recycled or recyclable.

o The acoustic foam and the interior felt used for this product shall be up to 60–70 % recycled. Part of all steel, aluminum and glass shall be recycled in their manufacturing processes.

o Pods shall be highly energy-efficient when the products are in use, default power consumption of pods shell be minimum of 20 W while active.

DIMENSIONS AND FEATURES

o Overall Exterior Dimension: 87”- 87.4”H × 82” - 86.6”W × 46.8” - 47.2”D o Overall Interior Dimension: 74” - 78”H × 74” - 78”H × 40” - 43.2”D o Doorway Minimum 33.6 in wide with clear opening width of 36”, Left-handed o Ventilation space Minimum 5 cm / 1.9 in (sides) and 15 cm / 5.9 in (above) o Product weight: 700 kg / 1543 lb

Technical Specification

Accessible features o Low floor with beveled threshold at the doorway o Height of door handle (inside and out) o Circular turning space inside the pod (without optional table) o Headroom inside the pod o Wide doorway (32.3 in / 82 cm) Lighting o Led light: 4500 K and 300 lux Power consumption o 20 W while in use (Standard configuration) o LED lights: 11 W o Fans in total: 8,6 W o 2,1 W in standby mode Input: 100-240 VAC, 8.0 A, 50-60 Hz Seismic Safety o Wedge anchors bolted to the floor o Using existing holes in the floor modules of the pod. 8 bolts per pod o Load: 7.36 kN.

o Load per ft²: 23.6 lbs.

o Load per m²: 115.4 kg o Seismically tested Fire Safety product structure and material o Class A wall, ceiling, and floor panel structures o Class A Laminated glass o Class A Painted sheet metal material and Class A1 (non-combustible) o Class C, B-s2, d0 Felt o Class C, Bfl-s1 Carpet o Class C, Class D-s2 d0 Plywood o Class A, B-s1, d0 Acoustic panels o If the pods are placed in relation to external sprinklers and visible and audible alarms as recommended in section 4.3, there is no need for separate end devices inside the pod.

No Sprinkler needed Requirement:

o Products shall not exceed the 9 – 12 square meter area covered by a single sprinkler.

o The products Shall not contain any easily combustible materials and therefore do not increase the fire load of the surrounding space by hindering the operation of the sprinklers in it.

o Products shall be considered movable furniture instead of building structures that sprinkler requirements are typically set for.

o Documents and statements shall be available upon request.

Power and Electrical components o Input: 100-240 VAC, 8.0 A, 50-60 Hz o Output: VAC (power socket): 100-240 VAC, 6.6A, 50-60 Hz o Output USB (TUF) charging: Maximum combined output of 5A at 5 VDC (25W) o Power consumption: Standard 20 W - 23 W total o General: Power cord length 2-10 m o Power feed option either from top or bottom of pod, w/ 3 power sockets Ventilation o Air flow rate: 140 CFM, 66 l/s o Air change rate (Air changes per hour): approx. 54 o Air flows in through the ceiling of the pod and out through the sides of the floor modules.

o By default, after minimum of 8 minutes of no use, the flow rate slows down to 25% of the maximum flowrate to keep the air inside the pod fresh.

WARRANTY REQUIREMENTS

Manufacturer must offer warranty for wear parts including gas lifts, leveling glides, LED lighting, electric parts, hinges, and locks. Regular maintenance shall extend the lifespan of a single pod unit substantially. Maintenance includes regular service calls for the unit (tightening screws, adjusting hinges, etc.) and the replacement of wear parts.

ENVIRONMENTAL FEATURES

Qualifies for LEED Contribution o Recycled content o Materials reuse o Regional materials o Low-emitting materials o Interior life cycle impact reduction o Environmentally Preferable finishes and furnishings o Social equity in the supply chain o Certified and report by the Global Reporting Initiative (GRI) principles o Supports UN Global Compact o Certified according to ISO 14001 and ISO 45001 o Life Cycle Assessment according to ISO 14040 and 14044 and released industry first Environmental Product Declarations (EPD) according to ISO 14025 o Health Product Declaration compliant o GREENGUARD certified o Wood is FSC / PEFC certified o Fabrics are EU Ecolabel marked Material Chemistry o Must offer PVC-free power components to avoid potential long-term human and environmental impacts that have been associated with the manufacture and future disposal of PVC.

o Plywood used in products has a sustainable forestry FSC or PEFC certification.

o Product constructed mostly of plywood, steel, glass, and acoustic materials.

o Sound dampening panels are made up to 60% and the felt panels are made up to 80% of recycled PET plastic (e.g. Plastic bottles).

o Significant part of all steel, aluminum and glass is recycled during their manufacturing processes.

Certifications o SCS Indoor Advantage Gold o BIFMA level 2 o Furniture must be certified to meet the emissions requirements of the California DPH Standard Practice for the Testing of Volatile Organic Emissions from Various Sources- 2004 (CA Section 01350) and ANSI/BIFMA X7.1 Standard for Formaldehyde and TVOC Emissions of Low-emitting Office Furniture Systems and Seating using either the open plan or private office exposure scenarios defined in ANSI/BIFMA M7.1 Standard Test Method for Determining VOC Emissions from Office Furniture Systems, Components, and Seating. Testing must be conducted in accordance with ANSI/BIFMA M7.1.

Certification must be provided by an organization independent of the manufacturer as well as from the testing laboratory, in accordance with the requirements of ISO/IEC Guide 65 General requirements for bodies operating product certification systems.

o The above requirement is covered by SCS Indoor Advantage™ Gold Certification for indoor air quality.

o Product shall be at least Level® 2 Certified with the BIFMA e3 Furniture Sustainability Standards to meet or exceed the most current environmental standards in the furniture industry.

SURFACE MATERIALS

White o Exterior standard: Glossy RAL 9016 o Frame Standard: Formica K1009 Matt (end of document)

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Framery Q Floorless Meeting Maggie A multifunctional, soundproof space for 1-4 people PRINCIPAL NAICS CODE: 337214 - Office Furniture (except Wood) Manufacturing PRODUCT/SERVICE CODE: 7110 - Office Furniture

INSTALLATION - Receive, Deliver and Install (2) podes during normal business hours

Service Level Agreement (SLA) Fee 3%

B.3 DELIVERY SCHEDULE

3801 Miranda Ave., Palo Alto, CA 94304

USA

2.00

3801 Miranda Ave., Palo Alto, CA 94304

1.00

3801 Miranda Ave., Palo Alto, CA 94304

1.00

36C26123Q0602

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.4 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(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 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.7 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.8 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) (End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

(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 products and commercial services:

(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 (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 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 products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (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 (JUN 2020) (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. (NOV 2021) (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) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror…