36C10E20Q0138-002.docx

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

3250-000005 36C10E20Q0138 03-19-2020 Eric Davidson 317-916-3855 04-01-2020

3:00 PM

00101 Department of Veterans Affairs (VA) OA&F Acquisition Division Services Contracting Team 1800 G. Street N.W.

Washington

DC

20006-4402 X X 541930 $8 Million N/A X 00101 Department of Veterans Affairs (VA) Regional Office (RO) Cleveland Support Service Division (SSD) 1240 East Ninth St. Cleveland Cleveland

OH

44199 00101 Department of Veterans Affairs Veterans Benefits Administration Office of Acquisition 1800 G. Street N.W.

Washington

DC

20006-4402

All invoices must be emailed to:

To Be Determined (TBD) at contract award.

See CONTINUATION Page RO Cleveland Sign Language Services Anticipated PoP: Base Year and Four One-Year Options.

Submit all quotes electronically to eric.davidson@va.gov, no later than the date and time in Block 8.

IMPORTANT: Quotes from Offerors not verified as a Service Disabled Veteran Owned Small Business (SDVOSB) by Center for Veterans Enterprise (CVE) are not considered, and at award the selected Offeror must have an active CVE registration and be a Small Business under NAICS 541930.

Wage Determination (WD) 2015-4727 (Rev 10), 12/23/2019, is incorporated by reference into the RFQ and any resulting contract. The WD is found at:

https://beta.sam.gov/wage-determination/2015-4727/10 After contract award, the selected Offeror must complete and submit an SF 1444 to the CO for DOL’s review and approval.

See CONTINUATION Page x X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

36C10E20Q0138

Page 1 of Page 1 of

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD To Be Determined (TBD)

b. GOVERNMENT: Contracting Officer 36C10E Department of Veterans Affairs (VA) OA&F Acquisition Division Services Contracting Team 1800 G. Street N.W.

Washington DC 20006-4402

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:

To Be Determined (TBD) at contract award.

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

PERFORMANCE WORK STATEMENT

TITLE: AMERICAN SIGN LANGUAGE (ASL) INTERPRETER SERVICES

A. BACKGROUND

1. The Veterans Affairs Regional Office (VARO) in Cleveland, Ohio is one of 58 offices throughout the country dedicated to serving Veterans and their dependents. The VARO process claims for Compensation, Pension, Vocation Rehabilitation & Employment, and Life Insurance. The VA Regional Office requires American Sign Language (ASL) interpreter services for the hearing impaired employees.

2. The awarded contract will be for a period of performance not to exceed a base term of one year and four one-year option periods from date of award. Under the terms of any contract awarded as a result of this solicitation, an authorized Support Service Division (SSD) official will be responsible for: Approval or authorization of any service to, or on behalf of, the employee whose case is referred to the Contractor. It is understood that no obligation will be incurred under the contract by the Government for any services or benefit to, or on behalf of, an employee without prior authorization issued by the designated SSD official.

3. The VA intends to award one Firm Fixed Price contract if it determines it is in the Government’s best interest.

4. The Maximum quantities represent the Government’s estimate for the base inclusive of all options. The guaranteed minimums and maximums are as follows:

Quantity RO Maximum Quantity

5. See Instructions to Offerors for Completing the Price/Cost Schedule.

B. SCOPE

The Veterans Benefit Administration (VBA) Cleveland Regional Office, located at Anthony J. Celebrezze Federal Building, 1240 East Ninth Street, Cleveland, Ohio 44199, has a requirement for a Contractor to provide American Sign Language (ASL) interpretation services to effectively facilitate the communication needs of Government hearing impaired employee across all levels of the organization, to include management.

In-person interpreting settings may include, but is not limited to, 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.

C. GENERAL CONDITIONS AND REQUIREMENTS

General Requirements

The Department of Veterans Affairs (VA) Cleveland Regional Office employs two (2) employees with hearing impairments. Events requiring American Sign Language (ASL) service may include but are not limited to:

· Informal meetings and discussions (e.g. career counseling, performance evaluations

· Discussions with supervisors/staff, on-the-job training);

· Formal meetings (e.g. town hall meeting);

· Briefings (e.g. security briefings, all-hands);

· Class-room training;

· Conferences;

· Ceremonies;

· Presentations;

· Special events (health fair, picnics, retirements).

The contractor shall provide American Sign Language (ASL) services to the VA Cleveland Regional Office on an on-call/as needed basis.

The Contracting Officer or Contracting Officer Representative (COR) will schedule the event with the contractor by issuing a task order or e-mail.

Events may be scheduled up to one month in advance but as little as 24 hours in advance. The events will be scheduled by e-mail (other mutually agreed upon means). For lead time of a week or more, the contractor shall acknowledge the event within 48 hours of receiving the request. For lead times less than a week the contractor shall acknowledge the event within 24 hours of receiving the request. There may be emergency/urgent requests without 24 hour notice. In such cases, the Contractor shall bill the agency using the hourly rate established in the pricing schedule.

The name of any interpreter working the event will be provided. The interpreter shall meet the requester at the scheduled event at least ten minutes prior to the start time.

Non-Personal Services

The Government shall neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the Contracting Officer (CO) immediately.

Requests for Services

The Government will provide the following information when it requests services:

· The name of the employee that will be assisted.

· Point of contact and telephone number.

· Type of event.

· Time, estimated length and location of the event.

· Number of individuals attending.

Cancellations

Cancellations will be by personnel from the Office of the Director or the Support Services Division.

A cancellation request can be made a business day prior or less to the scheduled assignment and an agreed upon cancellation fee will be paid.

Cancellation may occur due to event being cancelled, employee not being available, increment weather, etc.

Minimum Charge per Appearance

The contractor employee interpreter shall be required for a minimum of 1 hour to a maximum of 8 hours in any given day. A minimum charge per appearance is one (1) hour.

Standards of Workmanship

The contractor shall have a minimum of one year of experience which involves translating and interpreting though the use of English and American Sign Language, or other work requiring the use of English and American Sign Language. The contractor shall provide interpreters with one of the following credentials:

1. Nationally Certified through Registry of Interpreters for the Deaf or

2. National Association of the Deaf

The contractor shall ensure that its interpreters retain client confidentiality.

All interpreters working under this contract must be U.S. Citizens.

Deliverables

· Monthly Invoice

· Summary of Services Invoices:

All ASL service invoices shall be billed as services are rendered or combined for submission of a monthly invoice.

Invoices shall be emailed to:

Eric.Davidson@va.gov Linda.Spehar@va.gov New COR to be named at a later date

Invoices shall contain the following information:

• Invoice Number

• Reference the contract number

• Obligation Number (Obligation Number shall be used for billing)

• Date of Service

• Service Start/Stop Time

• Interpreter’s Name

• Total Weekly Hours of Service

• Rate per Hour

• Total Charge for each interpreter

• Special Rate for Emergency/Urgent Request without 24 hour Notice

• No special rates shall be used for requests placed with more than 24 hour notice.

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 11:10 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.)

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

The Contractor shall bill the agency using the hourly rate established in the pricing schedule. There shall not be any overtime required of the Interpreter. Emergency Interpreter Service with Less than 24 hour notice shall be a different hourly rate than the 24 hour notification. Contractor shall submit two different rates a ROUTINE (24 hour + notice) and an URGENT (< 24 hour notice).

Site Location The Department of Veterans Affairs, Cleveland Regional Office, 1240 East Ninth Street, Cleveland, Ohio 44199 or at offices located at the Anthony J. Celebrezze Federal Building, 1240 East Ninth Street, Cleveland, Ohio 44199. There may be occasions were services may have to be rendered at a different downtown Cleveland, Ohio location. The Government will not provide travel allowance for the few pre-arranged assignments at other locations within the Cleveland area.

Normal Working Hours Services are to be provided Monday thru Friday between the hours of 8:00 a.m. to 4:30 p.m., with the exception of Federal holidays.

Observed Federal Holidays include: 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 is issued by the President of the United States declaring Agencies of the Federal Government closed for a regularly scheduled workday, the Contracting Officer or Contracting Officer’s Representative (COR) will determine and advise the Contractor on whether services are required for that day.

Performance Schedule Base Year: Date of Award to 12 Months Thereafter Option Year 1: 12 Months Following Date of Award to 12 Months Thereafter Option Year 2: 24 Months Following Date of Award to 12 Months Thereafter Option Year 3: 36 Months Following Date of Award to 12 Months Thereafter Option Year 4: 48 Months Following Date of Award to 12 Months Thereafter

D. SAFEGUARDING INFORMATION

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 CO or COR. The Contractor shall provide documents and files used during any interpreter session to the individual that provided such documents and files immediately upon completion of the interpreter session.

The Contractor may be required to access data and information that is proprietary to a government agency or contractor 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 proprietary data that bears a restrictive legend other than as specified in this contract.

PERFORMACE METRICS - TASK - PERFORMANCE THRESHOLD - GRADING SCALE - METHOD OF SURVEILLANCE

a. Scheduling Interpretation Services for each event from Contractor

1. Interpreters are scheduled and perform at 99% of the required events

2. Evaluation Criteria: Pass/Fail

· COR review/verification; inspections; COR visual inspections; monitoring; and record keeping.

b. Qualified Contractor Interpreter employee are performing sign language interpretation services

1. The Contractor shall provide qualified staffing to operate and manage the Interpretation Services at VBA Regional Office in Cleveland, Ohio.

2. Evaluation Criteria: Pass/Fail

· The COR attend random interpreting sessions for inspection of interpreters during interpreting sessions.

c. The Contractor Interpreter employee shall attend scheduled meetings to furnish input concerning the operation and management of the interpretation program.

1. The Contractor shall attend regularly scheduled meetings and other meetings determined necessary by the COR.

2. Evaluation Criteria:

· Pass/Fail

· The COR will monitor meeting attendance.

d. Provide accurate and current interpretation tailored to the individual needs of the employee and to agency requirements.

1. Evaluation Criteria:

· Receive no more than 1 valid complaint about service during a month.

· Pass/Fail

· Employee feedback

INSTRUCTIONS FOR COMPLETING PRICE/COST SCHEDULE

1. The Government shall evaluate price to determine whether or not it is considered fair and reasonable. The Government shall evaluate price reasonableness using price analysis techniques as prescribed in FAR 12.209. Proposed pricing will also be evaluated in accordance with FAR 13.106-3 to ensure the proposed price is fair and reasonable.

2. When completing the Price/Cost Schedule of the SF 1449, the contractor shall provide hourly rates for American Sign Language (ASL) services to the VA Cleveland Regional Office on an on-call/as needed basis. Separate prices shall be provided for both Routine and Urgent services in accordance with the attached Statement of Work.

3. The Contractor shall provide prices for each CLIN (e.g., CLIN 0001AA and 0001AB) and shall invoice monthly only for actual services provided.

B.2 PRICE/COST SCHEDULE

HOURS

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the Statement of Work (SOW) between 6:00 am and 5:30 pm, Monday thru Friday. The Contractor shall only invoice for actual services provided (Price per hour/total amount for hours).

Period of Performance (POP): To Be Determined (TBD) at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the SOW for urgent/emergency with a 24-hour notification. The Contractor shall only invoice for actual urgent/emergency services provided (Price per hour/total amount for hours) .

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the Statement of Work (SOW) between 6:00 am and 5:30 pm, Monday thru Friday. The Contractor shall only invoice for actual services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the SOW for urgent/emergency with a 24-hour notification. The Contractor shall only invoice for actual urgent/emergency services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the Statement of Work (SOW) between 6:00 am and 5:30 pm, Monday thru Friday. The Contractor shall only invoice for actual services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the SOW for urgent/emergency with a 24-hour notification. The Contractor shall only invoice for actual urgent/emergency services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the Statement of Work (SOW) between 6:00 am and 5:30 pm, Monday thru Friday. The Contractor shall only invoice for actual services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the SOW for urgent/emergency with a 24-hour notification. The Contractor shall only invoice for actual urgent/emergency services provided.

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the Statement of Work (SOW) between 6:00 am and 5:30 pm, Monday thru Friday. The Contractor shall only invoice for actual services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

The Contractor shall provide American Sign Language Interpreter Nonpersonal Services in accordance with the SOW for urgent/emergency with a 24-hour notification. The Contractor shall only invoice for actual urgent/emergency services provided. (Price per hour/total amount for hours).

POP: TBD at contract award.

GRAND TOTAL: $_____________________

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 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 30 days.

(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 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 45 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 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

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

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

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

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

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

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

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

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

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

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

(2) Any system that conforms to the X12 electronic data…