36C10E21Q0148_2.docx

36C10E21Q0148

GENERAL INFORMATION

Veterans Benefits Administration Acquisition Division 1800 G. Street N.W.

Washington DC 20006

POINT OF CONTACT*

Contract Specialist Heather Allen Heather.Allen@va.gov 202-461-9449

PLACE OF PERFORMANCE

Nashville Regional Office Call Center

110 9th Avenue S

Nashville TN

POSTAL CODE

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

Amendment to a Previous Combined Solicitation Amendment to a Previous Combined Solicitation

Page 1 of

Amendment to a Previous Combined Solicitation

1. The Department of Veterans Affairs, Veterans Benefits Administration, is soliciting quotes for American Sign Language Interpreter service for an employee assigned to the Nashville Regional Benefit Office Call Center, Nashville, TN. The Request for Quotations number is 36C10E21Q0148.

2. The solicitation will result in the award of a single contract. The resulting contract will be a firm fixed-price contract. The applicable NAICS code is 541930, (Translation and Interpretation Services) and the small business size standard is $8 Million. This procurement will be competed as a 100% Service Disabled Veteran-Owned Small Business (SDVOSB) Set-aside in accordance with FAR Part 13 procedures. Only verified SDVOSBs in the VIP database https://www.vip.vetbiz.va.gov/ when a quote is submitted and at the time of contract award will be considered for award and unverified firms will be considered non- responsive and ineligible for award. Check your registration.

3. The intended contract period is a base period of 12 months with a four 12-month option periods.

4. To ensure all prospective bidders receive equal access to all information about this notice and subsequent RFQ, all questions will be answered via an Amendment to the RFQ and no further information will be released about the RFQ prior to its posting at https://beta.sam.gov/ under Contract Opportunities.

Telephonic requests for the solicitation will not be honored. Interested Quoter’s are advised to consult the actual solicitation for final dates and times.

Email format:

Title your email “Nashville ASL Interpreter Services” followed by your company name in the subject line of your e-mail.

5. Quoter’s from all capable and responsible sources will be considered. Businesses quoting a response to this notice should ensure that their registration in the System for Award Management (SAM) database: https://beta.sam.gov/ is current and should ensure that the applicable NAICS code (541930) is included in the SAM profile prior to submission of quotations.

6. Due date for questions is Thursday, September 16, 2021 no later than 2pm EST.

7. Due date for quotes is Monday, September 20, 2021 no later than 2pm EST.

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 CONTRA

CT: 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

F36B320-21-0000025 36C10E21Q0148 09-15-2021 Heather Allen 202-461-9449 09-20-2021 2pm

EDT

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

Washington DC 20006 X X 541930 $8 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration Nashville Regional Benefit Office 110 9th Avenue S Nashville TN 37203 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G. Street N.W.

Washington DC 20006

All invoices must be emailed to:

TUNGSTEN (OB10) ELECTRONIC INVOICE

SUBMISSION PER VBA IPPS INVOICING

INSTRUCTIONS ATTACHED

E- Invoices setup info: 877-489-9791 E-invoice 877-353-9791 See CONTINUATION Page The Department of Veterans Affairs Nashville Call Center requires the full-time services of an American Sign Language interpreter. See Statement of Work for Details.

Questions are due by 2pm EST Thursday, September 16, 2021 Quotes are due by 2pm EST Monday, September 20, 2021.

See CONTINUATION Page x X John A. Player Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C10E John A. Player Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 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:

TUNGSTEN (OB10) ELECTRONIC INVOICE

SUBMISSION PER VBA IPPS INVOICING

INSTRUCTIONS ATTACHED

E-Invoices setup info: 877-489-9791 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

American Sign Language Interpreter Service Nashville Regional Call Center

1.0 BACKGROUND

The Department of Veterans Affairs Nashville Regional Call Center has a new requirement for the services of an American Sign Language (ASL) Interpreter(s) to support a Reasonable Accommodation for a Department of Veterans Affairs employee assigned to the Department of Veterans Affairs, Veterans Benefits Administration Nashville Regional Call Center located at 110 9th Avenue South, Nashville, Tennessee.

The employee currently works virtually and is supported by a Sorenson Video App in addition to standard government furnished equipment, Zoom and Microsoft Teams platforms. While the services of the ASL interpreter(s) are to be primarily virtual, there may be occasion when in-person support for the subject employee will be required at the Nashville Regional Call Center.

The interpreter(s) will perform under this contract as an independent contractor, and nothing contained herein must in any way be construed to imply that interpreter(s) is an agent, employee, partner, or joint venture of the Nashville VARO/ Regional Call Center.

The interpreter(s) is responsible for reviewing and complying with all pertinent State and federal laws including, but not limited to, state and local taxes, the Fair Labor Standards Act, Title II of the Americans with Disabilities Act of 1990, Title II of the 1964 Civil Rights Act, and all other applicable state and federal employment laws. The interpreter(s) is responsible for reviewing and complying with all pertinent Nashville City and Davidson County ordinances.

2.0 SCOPE

Interpreter Services will include interpretation for a Nashville Regional VARO/ Regional Call Center deaf/hard of hearing employee in the workplace, classroom training environment, designated workspace setting, or virtual setting.

The contract interpreter(s) must be fluent in American Sign Language (ASL), Pidgin Signed Language (PSE), and Simultaneous Communication (SimCom) and provide interpreting services in the client’s preferred communication method. The interpreter(s) must be able to interpret/transliterate fluently and understand the continuum of sign communication. The interpreter(s) will provide sign language and other communication services between the employee who is deaf or hard of hearing and people who hear to interpret and translate in a work or training environment in an office setting, classroom training environment, designated work setting, or virtual setting.

The contract interpreter(s) shall provide interpreting services from American English as spoken language to ASL or PSE using the mode or means of communication style that is most appropriate for the deaf/hard of hearing employee in the following mode: simultaneous interpretation. The main responsibility will be to translate the spoken word into sign language.

The contract interpreter(s) should be able to work in a high-pressure, fast paced environment and stay within the role of interpreter. In the performance of services under this contract, the contract interpreter(s) shall adhere to the provisions of this contract.

The contract interpreter(s) must be able to perform with general office equipment (i.e. computers, computer monitors, video screens, microphones, headphones, and have broadband internet connection for remote and onsite interpreting) and provide interpreting services via computer microphone and/or telephone conversations. The contract interpreter(s) must have an operating system that is compatible with Microsoft Teams.

2.1 REQUIRED HOURS OF SERVICE AND SCHEDULING

a) Services are normally required virtually (Central Time), but the work site is subject to change to the physical location of the Nashville VARO/ Regional Call Center. Services are needed each Monday - Friday for nine (9) hours a day between the hours of 8:15 am – 5:45 pm. Note that a thirty (30) minute unpaid lunch break is to be taken during the work day following the employee’s lead. (Total Annual Hours 2,250). The schedule is comprised of the employee’s tour of duty 9:15am – 5:45pm and one hour 8:15am – 9:15am as approved overtime for an indeterminate amount of time. An additional estimated 40 hours annually is contemplated for in-person coaching.

The projected schedule is subject to change. The contract officer or contracting officer’s representative will notify the contractor of any needed schedule changes via email. Contractor will only be paid for actual hours worked as the 2,250 annual estimated hours and additional 40 hours in-person are not guaranteed.

The Nashville VARO/ Regional Call Center may cancel services no less than 48 business hours in advance Monday through Friday, with no penalty or charges assessed. Contractor will be notified by email of cancellation of service with a 48-hour notice. If the contractor is not notified of a cancellation 48 hours prior to the scheduled assignment, the contractor may invoice for the number of hours scheduled for the assignment. Contractor must confirm receipt of cancellation emails.

In the event an Executive Order is issued by the President of the United States which declares Agencies of the Federal Government to close 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.

3.0 QUALIFIED PERSONNEL

All contract interpreters must have and maintain minimum federal and state interpreter requirements and all other requirements as listed in this statement of work.

3.1 SIGN LANGUAGE INTERPRETER (KEY PERSONNEL)

The Contractor shall provide qualified personnel to perform the requirements specified in this Statement of Work. Description of Work: The ASL interpreter shall provide support and assistance in sign language interpretation services. The ASL interpreter shall possess all the demonstrated knowledge requirements delineated throughout the statement of work.

3.2 MINIMUM REQUIREMENTS FOR A SIGN LANGUAGE INTERPRETER (EXPERIENCE)

The minimum requirements required are:

3.3 MINIMUM EDUCATION REQUIREMENTS

The American Sign Language (ASL) interpreter shall possess: an undergraduate or graduate degree from an accredited college or university with a major study in a field related to either interpretation or American Sign Language (ASL) studies; or be able to provide sufficient assurances that the interpreter has the required knowledge and skills necessary to act as a competent interpreter. The interpreter must have a demonstrated knowledge and understanding of American Sign Language and Deaf Culture. In lieu of a degree, the interpreter may hold current generalist (or higher) licensure by either the National Association of the Deaf or the Registry of Interpreters for the Deaf.

3.4 ADDITIONAL REQUIREMENTS

The Contractor shall provide American Sign Language interpretation services for Nashville the VARO/ Regional Call Center in accordance with the requirements listed herein. Additional required knowledge and skills: In addition to the experience and educational requirements described above, the ASL interpreter shall clearly possess the following knowledge and skills:

4.0 PLACE OF PERFORMANCE

Services are currently required in a virtual environment. For in-person service, the physical address at the Nashville Regional Call Center is: Department of Veterans Affairs, Veterans Benefit Administration, Nashville VA Regional Office, 3322 West End Ave, Nashville TN 37203.

5.0 PERIOD OF PERFORMANCE

Base Year + Four (4) Option Years: Period of Performance must begin no later than Tuesday, September 28, 2021.

6.0 BILLING – GENERAL INVOICE REQUIREMENTS

Invoices must be submitted monthly in arrears. The Contractor shall invoice VBA– Nashville VA Regional Office monthly within the first five business days for the previous month’s services. All hours and days worked shall be confirmed by Nashville VARO prior to payment. Paper invoices will not be accepted. All invoices will be submitted to Tungsten and electronically mailed (e-mail) to SSDMGT.VBANAS@va.gov and elmer.harding@va.gov. Do you want invoices submitted weekly or every two weeks or is it sufficient if they are submitted monthly, but note times worked each week Monday – Friday)?

The invoice must at a minimum include:

Per standard industry practice, a one-hour minimum period will be employed. The contractor shall bill in fifteen-minute increments.

7.0 GENERAL VA SECURITY AND SYSTEM INFORMATION TRAINING

All Contractor and subcontractor personnel requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and networks:

1. Sign and acknowledge understanding of and responsibilities for compliance with the National Rules of Behavior related to access to VA information and information systems, and Contractor Rules of Behavior (supplement),

2. Successfully complete VA Cybersecurity Awareness training and annual refresher training as required,

3. Successfully complete VA General Privacy training and annual refresher training as required, and

4. Successfully complete any additional cybersecurity or privacy training as required for VA personnel with equivalent information system access.

The Contractor shall provide to the Contracting Officer Representative (COR) a copy of the training certificates and signed Rules of Behavior for each applicable interpreter within one week of the initiation of the contract and annually thereafter, as required. For new interpreters who start after the contract has begun shall provide to the COR a copy of the training certificates and signed Rules of Behavior within two business days of starting.

These online courses will need to be taken through the VBA’s online Talent Management System (TMS) at: https://www.tms.va.gov/SecureAuth35/. To self-enroll, click the “Create New User” button on the red bar and complete the assigned training. The COR will provide the contractor with the appropriate information to complete self-enrollment. Technical issues with TMS should be directed to the TMS help desk at vatmshelp@va.gov or 1-888-496-0463.

Failure to complete this mandatory training within the timeframe required will be grounds for suspension or termination of all physical and/or electronic access privileges and removal from work on the contract until such time as the training is completed.

The Contractor will also complete 20-0344 Annual Certification of Veteran Status and Veteran-Relatives form upon starting, and annually thereafter for the duration of the contract. If the contractor or immediate relative is a veteran, the file will be housed in the Locked Files for the duration of the contract.

BACKGROUND INVESTIGATION

The contract employee level of background investigation and clearance required for this effort is NACI. The appropriate background investigation is required, and all required documentation must be submitted at the time of fingerprinting.

GOVERNMENT RESPONSIBILITIES

CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that:

1. The preliminary and final deliverables and all associated working papers, application source code, and other material deemed relevant by the VA which have been generated by the contractor in the performance of this contract are the exclusive property of the U.S. Government, and shall be submitted to the COR at the conclusion of the contract.

2. The Contracting Officer (CO) will be the sole authorized official to release verbally or in writing, any data, the draft deliverables, the final deliverables, or any other written or printed materials pertaining to this contract. No information shall be released by the contractor. Any request for information relating to this contract presented to the contractor shall be submitted to the CO for response.

3. Press releases, marketing material or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the CO.

VBA Contractor Background Investigation Request Worksheet The following applicant is a Contract employee.

Please complete the following fields on all applicants who have access to VA facilities, systems or privacy data:

Regional Office (RO) where applicant will work:

RO– City: ____________________ State: _____ RO #: __________ Station to be billed for clearance:

Station Name – City: State: Station #:

Please complete the following fields on each Contract Employee:

Applicant Name:

Last: ____________________ First: __________________ Middle: _______________ Please complete the following fields on each VA or Contract Employee:

Applicant Name - Last:

First:

Middle: If none (NMN)

SSN:

DOB:

Email:

Place of Birth - City:

State:

Country:

Contractor Occupation:

Are you asking for a low risk clearance on a foreign national? Yes ___No ___ Type of Investigation requested: High Risk (BI)____ Moderate Risk (MBI)___ Low Risk (NACI) X

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Virtual Routine Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 541930 - Translation and Interpretation Services PRODUCT/SERVICE CODE: R608 - Support - Administrative: Translation and Interpreting

In-Person Hours - American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Base POP Begin:

POP End:

Virtual Routine Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 1 POP Begin:

POP End:

In-Person Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 1 POP Begin:

POP End:

Virtual Routine Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 2 POP Begin:

POP End:

In-Person Hours - American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 2 POP Begin:

POP End:

Virtual Routine Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 3 POP Begin:

POP End:

In-Person Hours - American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 3 POP Begin:

POP End:

Virtual Routine Hours- American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 4 POP Begin:

POP End:

In-Person Hours - American Sign Language Interpreter Services for the Nashville Regional Benefit Office Call Center RA Employee IAW SOW.

Contract Period: Option 4 POP Begin:

POP End:

B.4 INVOICING INSTRUCTIONS

Payment provided under the terms of this contract will be made Monthly in arrears for all services rendered and/or deliverables submitted and approved by the VA.

GOVERNMENT INVOICE ADDRESS:

TUNGSTEN (OB10) ELECTRONIC INVOICE SUBMISSION FSC e-INVOICE PROGRAM THROUGH AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Please include in all invoices the Contract/Purchase Order Number, or Task/Delivery Order Number To Be Determined at Award Phase All invoices need to also be submitted using the same line item format in the contract or order.

Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests.

Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten- network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

Vendor e-Invoice Set-up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

Tungsten e-Invoice setup information: 1-877-489-6135 Tungsten e-Invoice email: VA.Registration@tungsten-network.com VA TUNGSTEN Number: AAA544240062 FSC e-Invoice contact information: 1-877-353-9791 FSC e-Invoice email: vafsccshd@va.gov FSC Internet: http://www.fsc.va.gov/einvoice.asp

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 30 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) year.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] []…