36C10E18Q0142-001.docx

36C10E18Q0142

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

VA

3468-000023 36C10E18Q0142 04-09-2018

BERTHA LEGUIZAMON

602-627-2797 04-30-2018 4 pm 00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington

DC

20006 X X 541930 $7.5 Million X N/A X

00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington

DC

20006

All invoices must be emailed to:

TBD AT AWARD

See CONTINUATION Page This RFQ is for American Sign Language interpreter services for the Seattle Regional Benefit Office in accodance with the statment of work.

**This RFQ is 100% Veteran Owned Small Business (VOSB) set-aside procurement.

Only verified VOSBs in the VIP database when a quote is submitted and at the time of contract award will be consider for award and unverified firms will be considered non responsive and ineligible for award.

Please see section E3 Basis For Selection to be considered responsive.

See CONTINUATION Page X 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 36C10E BERTHA LEGUIZAMON Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington DC 20006

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.

All invoices must be emailed to:

TBD AT AWARD

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 852.219-11 VA Notice of Total 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.

B.3 STATEMENT OF WORK

1. BACKGROUND.

The Department of Veterans Affairs (VA) Seattle Regional Office (Seattle RO) requires onsite language services on an as-needed basis for meetings, training and other events to interpret spoken English into signed English and American Sign Language (ASL) and ASL or signed English back into spoken English. Currently, there are three hearing impaired employee with sign language interpretation needs. Any new Seattle RO employees that require sign language interpretation services will require services under this same contract. The frequency of services is estimated an average of one hour per week with a possible increase for non-scheduled training sessions, town hall meetings, employee one-on-ones with supervisors and/or union representatives, and ceremonies. There could be a possibility of language services not required for a month. This statement of work is designed to obtain the services, labor, materials, travel and equipment necessary for sign language interpretation services. The VA intends to award a single, firm fixed‐price, purchase order based on 77 assignments (estimated) for a total of 229 hours (estimated) for a 12-month period with four 12-month optional periods.

1. SCOPE.

Veterans Administration, Veterans Benefit Administration (VBA) Seattle Regional Office located at the Henry M Jackson Federal Building at 915 2nd Avenue, Seattle, WA 98174 has a requirement for a Contractor to provide American Sign Language interpretation services to effectively facilitate the communication needs of Government hearing impaired employee across all levels of the organization, to include management.

American Sign Language interpretation services shall afford the hearing impaired employee the opportunity to participate in workforce development through cross training programs and process improvement initiatives. In-person interpreting settings may include team meetings, training, performance meetings, Supervisor/Employee communications, all-employee meetings, and special emphasis briefings.

Assignments may vary in length from a one-hour minimum and up to an eight hour maximum in one day. Assignments shall be located at the Henry M Jackson Federal Building at 915 2nd Avenue, Seattle, WA 98174. However, if pre-arranged, a few assignments may be at other locations in the Seattle/SeaTac/Lakewood/Bremerton area.

1. GENERAL CONDITIONS AND REQUIREMENTS:

All Contractor interpreters should have a NAD Level III (Generalist), Level IV (Advanced), or Level V Master) certification and/or a Registry of Interpreters for the Deaf level NIC Advanced or Master or (RID) Comprehensive Skills Certification (CSC). If the Contractor does not provide interpreters with these certifications then the interpreters provided must be approved by a cross section of employee(s) who are deaf or hard of hearing, management representative, Union Representative, and Human Resource Representative. All Contractor interpreters shall conduct themselves according to the NAD and/or RID Code of Ethics.

The primary mode of sign language interpreting shall be translation between English-like signing and spoken English and interpreting between American Sign Language and spoken English. Sign language interpreters are to conduct themselves in a professional manner

2. GENERAL CONDITIONS AND REQUIREMENTS

Contractor shall provide onsite sign language interpretation services for various meetings, training, etc. at Henry M Jackson Federal Building at 915 2nd Avenue, Seattle, WA 98174 to include interpreting spoken/written English into signed English and American Sign Language (ASL), and interpreting ASL and signed English back into spoken English. The Contractor shall provide an onsite interpreter who shall perform the work identified in this SOW. The number of Interpreters provided for assignments should be within commercially accepted standards for the type of assignment (ex. one-on-one training, meetings, ceremonies, etc.). In general, two Interpreters shall be required for assignments lasting more than two hours.

A sample list of onsite interpretation events is provided in paragraph below. This list is not inclusive and is subject to change dependent upon the requirements of the Seattle VBA Regional Office:

AN INTERPRETER IS NEEDED FOR THE FOLLOWING SERVICES:

· Weekly team meetings with employees

· Safety meetings

· Other team Meetings

· Committee meetings

· Award ceremonies

· Ad Hoc Meetings/Trainings

· Town halls

· Safety Reenactments,

· On the Job Training (OJT)

· Formal in person training and Online Training (mandatory computer training such as the Veterans Administration Talent Management System)

· Project Teams/Process Improvement meetings

· Performance/administrative support meetings

· Special events (health fair, picnics, retirements)

2. PLACE OF PERFORMANCE

The Contractor shall perform American Sign Language interpretation services for the Veterans Administration, Seattle Regional Office throughout the office spaces located at the Henry M Jackson Federal Building at 915 2nd Avenue, Seattle, WA 98174. Services will generally be pre-scheduled to avoid the need to provide interpretation services in more than one location at any given time. Services will need to be performed in offices, VA Regional Office training rooms, hearing impaired employee work area and other locations inside office space.

2. PERIOD OF SERVICE AND ADVANCED NOTIFICATION TO SCHEDULE SERVICE

Contractor Interpreter shall be required for a minimum of 1 hour to maximum of 8 hours in any given day.

For routine scheduled work, Contractor shall be notified at least 48 hours in advance of need for ASL Interpreter with no increase in hourly rate charged for work scheduled with at least a 48 hour notification prior to work. There may be instances where the contractor is given a request to schedule interpreter services with 24 hour notice.

Contractor employee interpreter shall not be paid for any Federal Holiday. Federal holidays generally observed by Government hearing impaired government employee include:

Observed Federal Holidays:

New Year’s Day ; Martin Luther King Day; Presidents Day; Memorial Day; Independence Day; Labor Day; Columbus Day ; Veterans Day; Thanksgiving Day; Christmas Day

In the event an Executive Order issued by the President of the United States declares Agencies of the Federal Government closed for a regularly scheduled workday, the Contracting Officer’s Representative (COR) will determine and advise the Contractor on whether services are required for that day.

2. CURRENT DUTY HOURS AND ACCESS TO THE HOST INSTALLATION

The Contractor shall perform services required under this Statement of Work during the operating hours of the Government activity. The normal work hours of Government hearing impaired employee is 6:00A.M. To 4:00P.M. Monday through Friday with times subject to change for training needs, but the hours will not exceed eight hours. The contractor interpreter will be allowed a 30 minute lunch on days which require interpreting service for more than five hours a day. The Contractor interpreter employee must take lunch to coincide with the hearing impaired employee so that the contractor interpreter employee can provide interpreting service to government hearing impaired employee after lunch.

Due to changing traffic requirements brought on by construction, changing missions, and security concerns within the VBA installation, access to the VBA installation is subject to change, sometimes with little or no warning. Inbound and outbound traffic restrictions exist.

Contractor interpreter must present Government photo ID and pass through X-ray and security screening in order to enter the Henry M Jackson Federal Building.

2. PERSONNEL QUALIFICATIONS AND CERTIFICATIONS

4. Seattle VA Regional Office requires the interpreters to be a National Certified Interpreter with the Registry of Interpreters for the Deaf (RID). This level of interpreter is required to provide a higher quality and standard of service. Additionally, the Interpreter needs to be a good fit. For example, the Interpreter needs to have a general knowledge of office terminology and general knowledge of government type of work. (Without the RID certification, the level of interpreting service is diminished and will impact the employee’s ability to perform.)

4. Contractor Interpreter shall have a minimum of three years’ experience as RID certified ASL interpreter.

4. Contractor Interpreters shall not receive personal telephone calls or texts on their cell phone while performing interpreting services.

4. Contractor Interpreters shall have a familiarity with the culture and language of a VBA Regional Office Government installation, or familiarity with VBA Acronyms. (see attachment A) Knowledge of specific VBA Regional industry jargon and acronyms are essential to the quality of the interpretation.

4. The Contractor shall be responsible for obtaining all necessary licenses and for complying with all applicable Federal, State, and local laws. The Contractor shall maintain updated copies of any applicable licenses and certifications for all Contractor interpreting employees and make available licenses and certification available to Government upon request.

4. All Contractor Interpreters shall conduct themselves according to the RID Code of Ethics.

4. A "qualified sign language interpreter" is someone that can competently, accurately, and impartially interpret, both receptively and expressively, using any specialized terminology necessary such that there is two-way communication in the employment setting.

4. The Contractor employee Interpreters shall be considered a “qualified candidate “ in accordance with the Federal Personnel Manual definition of Interpreter which states, “has completed an interpreting training program and/or certified by a recognized certifying body such as the National Registry of Interpreters for the Deaf (RID).”

4. The Contractor shall provide translation between English-like signing and spoken English and/or interpreting between American Sign Language and spoken English.

2. SAFEGUARDING INFORMATION

5. The Contractor shall not allow access or disclosure of classified information or information regarding the operations of the VA Regional Office to any Government agency, non-Government agency, or individual unless specifically authorized by the COR. The Contractor shall provide documents and files requested by such parties to the COR within one hour of receipt of the authorized request. All files are the property of the Government and the Contractor shall turn all files over to the COR at the completion or termination of this contract.

5. The Contractor may be required to access data and information that is proprietary of the VA such as this statement of work or that is of such nature that its dissemination and use other than as specified in this contract would be adverse to the interests of the Government or others. The Contractor and its personnel shall not divulge or release data or information developed or obtained under performance of this contract except to Government personnel who are authorized to receive the information or upon written approval of the COR. The Contractor shall not use, disclose, or reproduce VA proprietary data that bears a restrictive legend other than as specified in this contract.

1. SCHEDULING REQUIREMENTS

3. Contractor Interpreters shall arrive at the VBA Regional Office 15 minutes prior to the start of the assignment. All Interpreters shall have a photo ID that is accepted by the Security Officers in order to enter the Henry M Jackson Federal building. Interpreters reporting for assignments for interpreting shall coordinate their time of arrival with the Support Services Division (SSD) (primary POC: Christopher Castleberry at 206.341.8235 Backup POC Scott Eveland 206.341.8231). Interpreters arriving at the VA Regional Office shall arrive 15 minutes before appointment, and report to the Support Services Division, 10th Floor - Suite 1086, SSD scheduler of Interpreter at 206.341.8235 or backup 206.341.8231.

3. Christopher Castleberry (backup Scott Eveland) shall coordinate each sign language interpretation assignment after consultation with the supervisor(s) of the hearing impaired employees. Appointments may be arranged and confirmed via phone or email. Additional interpreters are permitted, but only after consulting with the COR, when the length of the appointment is such that a single interpreter cannot provide adequate service without frequent or lengthy breaks. The number of additional interpreters shall be kept to the minimum necessary to provide quality service. Christopher Castleberry (backup Scott Eveland) or designee will email Mary Yates, Chief Support Services and Ryan Sewell, Assistant Chief Support Services with dates, times, hours, how many Interpreters are required for each assignment.

3. Routine interpretation services are considered those in which a 48 advance notification is provided. Urgent/Emergency interpretation services are those in which a notification is less than 48 hours is provided.

3. The Government may cancel the services no less than 48 business hours in advance Monday through Friday, with no penalty or charges assessed. Contractor will be notified by email or phone call of cancellation of service with a 48 hour notice.

If a Sign Language Interpreter appears for an assignment and the necessary parties fail to appear within 30 minutes of the assignment, the interpreter may leave and invoice for the minimum one hour allowed per assignment. If the Contractor cannot attend a scheduled event, the Contractor shall provide 48 hours’ notice by email to Scheduler Robert Slaney, Mary Yates, and Ryan Sewell. The Government shall not incur any charges associated with Contractor cancellation.

For kept appointments, chargeable time shall begin at the designated appointment time and end when the assignment is complete. All services that require additional interpreters shall be billed at a one (1) hour minimum. The Government shall only pay for interpreters providing service, and no one else.

1. ADMINISTRATIVE

4. BILLING

0. The Contractor shall submit an invoice monthly by email to the following people:

Mary.Yates@va.gov, Ryan.Sewell@va.gov AND Christopher.Castleberry@va.gov

1. Invoice Number

1. Reference the contract number

1. Obligation Number (Obligation Number shall be used for billing)

1. Date of Service

1. Service Start/Stop Time

1. Interpreter’s Name

1. Total Weekly Hours of Service

1. Rate per Hour

1. Total Charge for each interpreter

0. For billing purposes the contractor shall round up to the nearest half-hour. For example, if the Scheduler, coordinates and schedules a request for an assignment that is anticipated to last from 8:00 a.m. to 1:00 p.m. but the assignment actually lasts from 8:00 a.m. to 11:30 a.m., the Contractor shall bill VA for three and one-half hours (3.5) of service (8:00 a.m. to 11:30 a.m.)

0. The VA Regional Office shall not incur any charges for appointments cancelled by the Contractor. The COR will certify invoices for payment to Contractor.

B.4 ATTACHMENT A

VBA ACRONYMS OR TERMS WITH DEFINITIONS: Contractor employee shall be familiar with the following VBA acronyms and terms to perform sign language for VBA employee

ACRONYMS OR TERMS

PLAIN LANGUAGE

DEFINITION

PA / FOIA

COVERS

FRC

VA Form 21-0845, Authorization to Disclose Personal information to a Third Party A form processed in the IPC which gives VA a claimant’s written permission (authorization) to use or give out their claim or benefit information

VSO

POA

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 05-14-2018 POP End: 09-30-2018

Contract Period: Option 1 POP Begin: 10-01-2018 POP End: 09-30-2019

Contract Period: Option 2 POP Begin: 10-01-2019 POP End: 09-30-2020

Contract Period: Option 3 POP Begin: 10-01-2020 POP End: 09-30-2021

Contract Period: Option 4 POP Begin: 10-01-2021 POP End: 09-30-2022

B.4 DELIVERY SCHEDULE

Seattle Regional Office 915 2nd Avenue Seattle, WA 98174

USA

97.00

ryan.sewell@va.gov

Seattle Regional Office 915 2nd Avenue Seattle, WA 98174

240.00

Seattle Regional Office 915 2nd Avenue Seattle, WA 98174

252.00

Seattle Regional Office 915 2nd Avenue Seattle, WA 98174

265.00

Seattle Regional Office 915 2nd Avenue Seattle, WA 98174

278.00

Page 1 of Page 1 of

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within contract expiration.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 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.6 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Veteran-owned small business or VOSB.”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans;

(ii) The management and daily business operations of which are controlled by one or more veterans;

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

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov): and

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

(2) “Veteran” is defined in 38 U.S.C. 101(2).

(b) General.

(1) Offers are solicited only from verified veteran-owned small business concerns. All service-disabled veteran-owned small businesses are also determined to be veteran-owned small businesses if they meet the criteria identified in paragraph (a)(1) of this section. Offers received from concerns that are not veteran-owned small business concerns shall not be considered.

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

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

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