36E77618Q0032-014.docx

36E77618Q0032

OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL

BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SI

GN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGN

ATURE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR

LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

663-17-3-2588-0019 36E77618Q0032 02-16-2018 Jacquelyn Wise 216-447-8300 x 3360 03-09-2018

5PM

36C776 Department of Veterans Affairs Program Contracting Activity Central 6150 Oak Tree Blvd, Suite 300 Independence OH 44131 X X 337127 500 Employees N/A X 36C663 Department of Veterans Affairs

VA

Puget Sound Healthcare Sysem Mental Health and Research Building 101 1660 S. Columbian Way Seattle WA 98108 36C776 Department of Veterans Affairs Program Contracting Activity Central 6150 Oak Tree Blvd, Suite 300 Independence OH 44131

VAFSC

Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs/ e-Invoice Setup Info Phone 877-489-6135 877-353-9791 512-460-5429 See CONTINUATION Page Supply Furniture and Associated Services for the Activation of VA Puget Sound Mental Health and Research Building (101), Seattle, WA The procurement is being conducted in accordance with FAR Parts 12 and 13 *See section D for all attachments *See section E for instructions **Nonmanufacturer Class Waiver for NAICS 337127 applies to this acquistion See CONTINUATION Page 663-3670160-2588-820100 Medical- 3120 Capitalized Furniture \T\ F-SPY0CP8A1 X X X Grace Kelly-Burnsworth Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C776 Department of Veterans Affairs Program Contracting Activity Central PCAC 6150 Oak Tree Blvd, Suite 300 Independence OH 44131

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs/ e-Invoice Setup Info Phone 877-489-6135 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO 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. 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 CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. 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 CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

36E77618Q0032

Page 1 of Page 1 of

PERFORMANCE WORK STATEMENT

FOR THE DELIVERY & INSTALLATION OF FURNITURE

AT THE PUGET SOUND MENTAL HEALTH AND RESEARCH

BUILDING (101), SEATTLE, WASHINGTON

Project Title: Supply Furniture and Associated Services for the Activation of VA Puget Sound Mental Health and Research Building (101), Seattle, WA

6150 Oak Tree Blvd., Suite 300 Independence, OH 44131 Phone: 216-447-8300 x3592 Email: Grace.Kelly-Burnsworth@va.gov

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 a 200,000 gross square foot Puget Sound Mental Health and Research Building (101) in Seattle, Washington. This is a new facility currently under construction. All items purchased under this contract shall be new.

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 outlined in the furniture specifications and drawings, or as further outlined in this Performance Work Statement.

1.2 Project Management: This project will require a high level of coordination with VA staff. Regularly scheduled project meetings shall be required in order to facilitate this communication. Meeting attendance of the successful quoter shall be mandatory.

1.3 Delivery “Will Call” Date: The expected delivery “Will Call” date is Monday May 14, 2018. The building construction is anticipated to be completed April 1, 2018. The Contractor maybe be 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 8-12 weeks from the Will Call delivery date.This time constraint is required due to other VA onsite construction projects scheduled and 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 quote:

The Vendor shall provide as part of this quote:

1. Detailed installation plans which shall include the following:

a. Include a complete set of phasing plans with associated dates (these plans shall be updated as needed during the course of the project and each time submitted electronically and in hard copy to the VA POC for approval prior to any changes in scheduling).

b. 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 award of the contract, the 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. Detailed Project Schedule to include phasing, critical path, and completion dates identifying how the work will be executed within the following phased schedule parameters:

Phasing: The installation of items noted below are the top priority during each phase, as their installment is the constraint to starting the IT installation.

IT Coordination Items: A-08, A-11, A-15 Installation shall occur based on the following schedule:

3. Submit a written narrative of the Management Approach (2 page maximum) and an example format of the Vendor’s Weekly Tracking Report. During the course of the project, the Vendor shall provide a weekly report to the VA POC. This shall include, but not limited to, tracking deliveries, status of items completed, issues for clarification with critical response dates, potential changes, and all items relevant to executing the scope of work.

4. 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 200,000 square feet and working in sensitive environments, such as a hospital.

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

5. Provide 3 copies of the manufacturer's Operation and Maintenance (O&M) manuals, and furniture installation instructions no later than15 days after award to the Contracting Officer and POC.

1.6 Deliverables to be Submitted Throughout the Contract Throughout the POP:

Deliverable Section 1.4.2 Phase 1

Deliverable Section 1.4.2 Phase 2

Deliverable Section 1.4.2 Phase 3

Deliverable 1.4.1.b

Installation Plans and Associated Schedule

Updated when changes are needed throughout the period of performance (PoP).

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

Deliverable 1.4.3

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

Deliverable 1.4.4

CLIN 0001

Deliverable 1.4.5

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

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

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.

1.10 Operations and Storage Areas: For the purposes of this scope the Vendor should plan that there is no available storage on site or at the VA Seattle campus site. The Vendor shall confine all operations on Government premises to areas authorized or approved by the Contracting Officer or his/her authorized representative (POC).

1.11 Working space and staging areas shall be verified and pre-approved by the POC.

1.12 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.

1.13 Fabric Coordination: The color palettte for all the furniture and fabric selections are part of the furniture specifications, and shall not be changed. Substitutions will not be allowed. When the same fabric is used on separate furniture items, it shall be from the same dye lot.

1.14 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 quote. 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 quote for any approved substitutions after award of the contract.

1.15 Vendor shall respond to this solicitation in its entirety. Partial quotess will be considered ineligible. Incomplete quotes will not be accepted.

1.16 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 quote and submitting order.

2.0 DELIVERY:

2.1 The Vendor shall schedule delivery of materials and equipment to immediate construction working areas within buildings in use by Department of Veterans Affairs; in quantities contingent on space available to set, store and stage. Vendor shall provide unobstructed access to Building 101 areas at all times.

2.2 Survey: Before any work is started, the Vendor and POC are required to 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.

2.3 Re-Survey: Two days before expected partial or final inspection date, the Vendor and POC together shall make a thorough re-survey of the areas of buildings involved. The POC shall furnish a report on conditions then existing, of resilient flooring, doors, windows, walls and other surfaces, as compared with conditions of same as noted in first condition survey report. The re-survey report shall also list any damage caused by the Vendor to such flooring and other surfaces, despite protection measures; and will form basis, for determining extent of repair work required of the Vendor to restore damage caused by Vendor's workmen in executing work of this contract.

2.4 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.

2.5 Restoration: Upon completion of the contract, or at the VA POC’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.

2.6 Temporary Use Of Elevators:

The Vendor’s personnel and subcontractors shall be permitted use of elevator(s) subject to the following provisions:

2.7 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 Installation Phasing:

PHASE 1: Floors Ground, 1, and 2; Weeks 1-3 The contracted Vendor shall also plan that elevator access will be shared during this time, and staging areas will be verified as VA staff move into Building 101, as not to interfere with daily VA operations.

PHASE 2: Floor 3; Weeks 4-5

PHASE 3: Floor 4 and 5; Weeks 6-8

3.3 Adjustment and Cleaning: The Vendor shall adjust and check all desks, drawers, shelves, lighting fixtures, 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.

3.4 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.

3.5 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.

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

3.7 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 Mental Health and Research Building (101) has a Green Environmental Management System (GEMS). The facility is committed to protecting and improving the environment.

4.1 Our goals are:

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.

B.3 DELIVERY SCHEDULE

Seattle Furniture

Deliverable Section 1.4.2 Phase 1

Deliverable Section 1.4.2 Phase 2

Deliverable Section 1.4.2 Phase 3

Deliverable 1.4.1.b

Installation Plans and Associated Schedule

Updated when changes are needed throughout the period of performance (PoP).

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

Deliverable 1.4.3

Weekly Training Report

Due each week after award.

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

Deliverable 1.4.4

CLIN 0001

Deliverable 1.4.5

Electronic Submission to: VA PM, COR, CO Inspection:

Acceptance: destination FOB: destination

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Department of Veterans Affairs endorses a product, project or commercial line of endeavor.

(End of Clause) C.4 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS HOTLINE POSTER (DEC 1992)

(a) Except as provided in paragraph (c) below, the Contractor shall display prominently, in common work areas within business segments performing work under VA contracts, Department of Veterans Affairs Hotline posters prepared by the VA Office of Inspector General.

(b) Department of Veterans Affairs Hotline posters may be obtained from the VA Office of Inspector General (53E), P.O. Box 34647, Washington, DC 20043-4647.

(c) The Contractor need not comply with paragraph (a) above if the Contractor has established a…