36C24819Q0986-000.docx

36C24819Q0986 FedBizOpps Combined Synopsis/Solicitation Notice

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* = Required Field FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010 R Services: Translation Interpreter 24/7 virtual care 33744 36C24819Q0986 06-26-2019 N 541930 Department of Veterans Affairs Network Contracting Office 8 (248) Room 315, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744 VISN-wide multiple locations: see schedule

VISN WIDE FL,GA, PR

USA

www.va.gov Department of Veterans Affairs website Amber.Milton@va.gov Amber.Milton@va.gov A.1 General Information

A.2 Contracting Office Address

NCO 8

ATTN: Amber Milton 10000 Bay Pines Blvd, Bldg. 2 Bay Pines, FL 33744

A.3 Description: This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a written solicitation document will not be issued.

This solicitation is a request for quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through FAC Number/Effective Date: 2005-101 / 10-26-2018.

The Network Contracting Office 8-SAO East intends to award a Firm Fixed-Price Requirements Contract to provide commercial services, providing for all labor and services necessary to complete: VISN-Wide Translation Interpreter 24/7 Virtual Care Services to the VISN 8 Clinical Contact Center (CCC) and VA Sunshine Healthcare Network. in accordance with the below Performance Work Statement (PWS) and attached Price Schedule. The Place of Performance for this requirement is VISN Wide See attached PWS.

This procurement is being conducted under FAR Subpart 13 and simplified acquisition procedures apply. Period of performance is 01 July 2019 – 30 June 2024. The is a base year with four (4) one-year options requirement. The associated North American Industrial Classification System (NAICS) code for this procurement is 541930 – Translation and Interpretation Services size standard threshold of $7.5 million.

TIERED EVALUATIONS INCLUDING SMALL BUSINESS CONCERNS: This solicitation is being issued as a tiered evaluation for SDVOSB concerns, or in the alternative, a tiered evaluation for VOSB concerns, or in the alternative, a set-aside for other small business concerns with HUBZone small business concerns and 8(a) participants having priority. If award cannot be made, the solicitation will be cancelled and the requirement resolicited.

A.4 Vendor questions: All questions regarding this RFQ must be in writing and may be sent by e‐mail to amber.milton@va.gov. Questions must be received no later than Monday 06/24/2019 by 4:00 PM Eastern.

A.5 Answers to vendor questions: Answers to vendor questions will be posted on FBO no later than Tuesday 06/25/2019 by 12:30 PM Eastern. You are reminded that representatives from your company SHALL NOT contact any Bay Pines VA Health Care System staff to discuss this RFQ during this RFQ process. All questions and concerns regarding this RFQ shall be directed to Contracting Officer, Amber Milton at amber.milton@va.gov .

A.6 Quote submission: Offers are due on/or before of Wednesday 06/26/2019 by 4:00 PM Eastern. Quotes shall be sent by e‐mail “only” to the Contracting Officer, Amber Milton at amber.milton@va.gov. The Government will award a Firm Fixed-Price Requirements Contract to provide commercial services based on best value principles. Accordingly, award will be made resulting from this RFQ to the responsible and technically acceptable Offeror whose proposal provides the greatest overall value to the Government, price and other factors considered. This best value determination will be made by comparing the value of the differences in the technical qualifications of competing offers based on their strengths, weaknesses, and risks, with differences of their price to the Government. The following factors shall be used to evaluate offers:

Price

Technical Acceptability

Technical and past performance, when combined, are less important than price.

Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

The vendors shall submit the quote by using the Pricing Schedule excel bid all the required documentation requested in Evaluation of Quotations or Offers.

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 36C248 Department of Veterans Affairs Network Contracting Office 8 (248) Room 315, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of Page 1 of Page 1 of Performance Work Statement Interpreter Services for VISN 8 Clinical Contact Center

Part 1: GENERAL INFORMATION

1. General: This is a non-personnel service contract. The contractor shall provide all personnel, equipment, supplies, transportation, tools, materials, supervision, and other items and non-personal services necessary to provide the VISN 8 VA Sunshine Healthcare Network and Clinical Contact Center (CCC) with a with a VISN-Wide Translation Interpreter Service. The VISN 8 CCC will provide 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands. Veterans who receive care in the VISN 8 network can contact the VISN 8 CCC and have their health questions or concerns answered from the comfort and convenience of their home, or wherever they may be. Services include general administrative support, nurse advice and triage, virtual visits with a doctor or nurse practitioner via telephone or VA Video Connect. Contract service providers shall be accountable solely to the Contractor who in turn is responsible to the Government. The contractor shall have the technology and know-how to efficiently and effectively provide service in its entirety.

Contract Type: Single-Award, Firm-Fixed Price, IDIQ

0. Background: VHA, Workforce Management and Consulting (10A2) Memorandum dated April 19, 2010, Limited English Proficiency – VHA Directive 2007-009, and the Joint Commission – One Size Does Not Fit All: Meeting the Needs of Diverse Populations in Healthcare; require all Medical Centers to provide bias-free healthcare to Veterans and family members that have limited English proficiency, requiring language translation services during telephone encounters with the VISN 8 CCC. The service is for Veterans and/or family members who have limited English proficiency and are seeking responses to general inquiries or experiencing an urgent and episodic medical situation. It is anticipated that the popularity and utilization of telehealth services will increase within the private and government sectors. Several medical centers located within the jurisdiction of the VA Sunshine Healthcare Network currently provide translation interpreter services. As a result, this service will be required to meet the operational needs of the VISN 8 CCC.

0. Objective(s): The objective is to remove, to the maximum extent possible, Limited English Proficiency (LEP) as an artificial barrier to full and meaningful participation by beneficiaries in all federally conducted and federally assisted programs and activities. The VISN 8 CCC seeks to provide persons with LEP meaningful access to services. It is the goal of the VISN 8 CCC is to operate in compliance with Title VI of the Civil Rights Acts of 1964 by ensuring accommodations of language differences through the provision of effect language assistance.

0. Period of Performance:

Base Period: July 1, 2019 through June 30, 2020

0. Hours of Operation: Normal hours of operation is 24/7, to include all observed federal holidays. The Contractor shall have an established communication system that supports 24-hour emergency services.

0. Recognized Holidays: The following are federal holidays.

New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Independence Day Christmas Day

0. Place of Performance: The services provided under this contract will be performed via distance communication (i.e., telephone) at the VISN 8 CCC hubs located throughout the VISN 8. The hubs are located in several locations throughout the state of Florida, southern Georgia, Puerto Rico and the U.S. Virgin Islands. The VISN 8 CCC hub locations are subject to change as the scope and operations expand.

0. Confidentiality: In the performance of the services the VA may allow access to pertinent patient medical information, within the existing privacy rules and regulations, for the purpose of providing translation and interpreter services. The contractor shall ensure the confidentiality of all patient information. Patient information is Protected Health Information (PHI). The term “Protected Health Information” or the abbreviation “PHI” shall include the term” Electronic Protected Health Information” and the abbreviation “EPHI”.

6. The contract shall be subject to the regulations issued by the Department of Health and Human Services, as mandated by the Health Insurance Portability and Accountability Act (HIPAA) of 1996 Business Associates Agreement (BAA) in accordance with IL 049-03-7 and the Privacy Act of 1974. Federal Acquisition Regulations 52.224-1 Privacy Act Notification and 52.224-2 Privacy Act are provided in full text in the Addendum to FAR clause 52.212-4. The Contractor shall not release any medical record information. The VA is the sole entity authorized to release this information upon written request from the patient.

1.9 Business Associate Agreement: Contractor shall submit a Business Associate agreement (BAA) (See Attachment A) to the Contracting Officer (CO) for approval by VISN 8 Contracting Office. Format will be provided to the contractor to complete and sign prior to contract award. Any questions regarding this matter should be directed to the CO.

0. Uninterrupted Performance: The Contractor must at all times maintain an adequate workforce and resources for the uninterrupted performance as outlined in this PWS. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential. The contractor shall be responsible for all means, methods, techniques, sequences and procedures, and for coordinating all portions of the work under the contract except where otherwise specified in the contract documents. The contractor shall, at all times, enforce strict discipline and good order among the contractor employees, and shall not employ any unfit person or unskilled in the work assigned to him/her. Termination of any contractor employee from a telephone call due to performance does not reduce the contractor’s obligation to perform services.

0. Identification of Contractor Employees: All contract personnel attending meetings, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed. All contractor personnel shall have a contractor issued personal identification and shall be displayed while at government facility and while performing work under this contract.

0. Key Personnel: The contractor will identify one full-time manager/supervisor, who shall be available during the business operation period(s) of the VISN 8 CCC to ensure compliance with the contract specifications. The Contractor shall furnish the COR contact information (phone number, e-mail, etc.) for key personnel.

2. Any personnel the contractor offers as substitutes shall have the ability and qualifications equal to or better than personnel being replaced. Substitution of key personnel shall be submitted to the COR and CO within 14 calendar days prior to making any change in key personnel. The request shall be written and provide a detailed explanation of the circumstances necessitating the proposed substitution.

0. Post Award Conference/Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. The contracting officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. At these meetings the contracting officer will apprise the contractor of how the government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings may occur at any VISN 8 office or medical facility location and shall be at no additional cost to the government. Unless otherwise directed by Contracting Officer teleconference is an acceptable method of conducting meetings.

0. Contracting Officer Representative (COR): The COR will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, specifications; monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel.

A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order. Contractor will maintain open communication. Contractor will respond to government query prior to the close of business day in which the inquiry is made.

1.15 Contract Discrepancy report (CDR). In cases where the Contractor does not satisfactorily perform services the COR shall issue a CDR to the contractor. The Contractor shall sign the form and state what corrective actions he/she will take to resolve the deficiency. A copy of the signed form will be maintained by the COR and a copy will be forwarded the contracting officer. If the same deficiency continues, there may be cause for an official meeting to be conducted among the Contractor, Contracting Officer and the COR to address the issue.

A mutual effort will be made to resolve all problems identified. The COR will prepare written minutes of the meeting within 72 hours after each meeting. The minutes will be signed by the Contractor, Contracting Officer, and COR. If the Contractor does not achieve satisfactory performance by the agreed suspense date, a second CDR will be issued and payment may be withheld until satisfactory performance is achieved. A third CDR may result in a Cure Notice being issued. However, the Contracting Officer may issue a Cure Notice at any time he/she deems appropriate.

0. Licenses and permits: The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations, in connection with the execution of the work.

0. McNamara-O’Hara Service Contract Act (SCA) of 1974 as amended: Contractor shall review and comply with the SCA. The Act requires contractors and subcontractors performing services under this contract to pay service employees in various classes no less than the wage rates and fringe benefits found prevailing in the locality, or the rates contained in a predecessor contractor’s collective bargaining agreement. There is no current collective bargaining agreement for this requirement. Contractor shall identify by occupational code and title all labor categories that subject to the SCA as amended.

0. Invoices. A summary invoice shall be submitted monthly or upon expiration of this BPA, whichever occurs first, for all orders made during a billing period. Invoices, at a minimum, must include:

1. Company name and address

1. Invoice date and number

1. Contract number, contract line item number and, if applicable, the purchase order number

1. Description, quantity, unit of measure, unit price, extended price, total price, discount (if any).

Part 2: Definitions & Acronyms.

0. Definitions: Refer to the Federal Acquisition Regulation (FAR) and/or the Department of Veterans Affairs Acquisition Regulation (VAAR) Supplement for additional definitions, acronyms or definition clarification. http://www.acquisition.gov/far/index.html or http://www.va.gov/oal/library/vaar.

0. Acceptance: Means the act of an authorized representative of the Government by which the Government, for itself or as agent of another, assumes ownership of existing identified supplies tendered or approves specific services rendered as partial or complete performance of the contract.

0. Conditional acceptance: Means acceptance of supplies or services that do not conform to contract quality requirements, or are otherwise incomplete, that the contractor is required to correct or otherwise complete by a specified date.

0. Contracting Officer: Contracting officer is the person with the expressed authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the contracting officer acting within the limits of their authority as delegated by the contracting officer.

0. Contracting Officer Representative: Contracting Officer’s Representative (COR) is the individual designated and authorized in writing by the contracting officer to perform specific technical or administrative functions.

0. Contract quality requirements: Contract quality requirements means the technical requirements in the contract relating to the quality of the product or service and those contract clauses prescribing inspection, and other quality controls incumbent on the contractor, to assure that the product or service conforms to the contractual requirements.

0. Defective Service: A service output that does not meet the standard of performance associated with the Statement of Work.

0. Deliverable: Anything that can be physically delivered, but may include non-manufactured things such as meeting minutes or reports.

2.1.9. Government contract quality assurance: Means the various functions, including inspection, performed by the Government to determine whether a contractor has fulfilled the contract obligations pertaining to quality and quantity.

2.1.10. Health Insurance Portability and Accountability Act of 1996 (HIPAA): HIPAA provides for the protection of individually identifiable health information that is transmitted or maintained in any form or medium.

2.1.11. Internal Business Information: VA information that is not public knowledge and enables VA to meet its mission, such as pricing information submitted to VA by vendors, facility or computer room diagrams, and documentation of IT systems, operational business and information reports.

2.1.12. Key Personnel: Contractor personnel that are evaluated in a source selection process and that may be required to be used in the performance of a contract by the Key Personnel listed in the PWS. When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

2.1.13. Protected Health Information (PHI): Protected health information (PHI) is any information about health status, provision of health care, or payment for health care that can be linked to a specific individual.

0. Sub-Contractor: CO approved individual or business firm contracting to perform part or all of another’s contract. One that enters into a contract with a prime contractor

0. Unbalanced: Unbalanced pricing may increase performance risk and could result in payment of unreasonably high prices. Unbalanced pricing exists when, despite an acceptable total evaluated price, the price of one or more contract line items is significantly over or understated as indicated by the application of cost or price analysis techniques.

Part 3: Specific Tasks

1. Scope of Work: VISN 8 CCC has a requirement for language interpreter services, available upon request, for employees, Veterans and family members who are identified as requiring assistance speaking or comprehending statements spoken in English. The Contractor shall provide the necessary level of professional certified Language phone translation services in all available languages, but at least the thirteen different languages as listed herein. Service provider must have the capability to facilitate communication with VISN 8 CCC personnel via phone and electronic media. Contract must have the resources and capability to provide immediate (on the spot) phone Language Translation for any language within 90 seconds of the call.

0. This requirement can be used by all Contracting offices within NCO8 to support with virtual translation support for various circumstances in the VA Sunshine Healthcare Network.

0. This requirement includes prompt and accurate certified translation of documentation to include medical documentation when needed by either email or fax upon request.

0. Language Translation Services Requested: - Methodology: Phone Language Translators (Available within 90 seconds of the call and without delay.

1. Phone Language Translation

1. Document Language Translation

1. Languages (Minimum)

2. Spanish (critical)

2. Tagalog

2. Chinese (Mandarin and Cantonese)

2. Haitian Creole

2. Korean

2. Farsi

2. Japanese

2. Thai

2. Vietnamese

2. Polish

2. Russian

2. French

2. German

0. Contractor shall provide online/automated account management system that will allow designated government representative to review and track payment history, invoicing, orders, and alike.

0. All Contractor Language Translators and personnel working in support of this requirement shall be HIPAA Trained and Certified.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Services non personal Base Year.

The contractor shall provide VISN-Wide Translation Interpreter Service for 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands in accordance with the statement of work.

Contract Period: Base POP Begin: 07-01-2019 POP End: 06-30-2020

Services non personal Option Year 01.

The contractor shall provide VISN-Wide Translation Interpreter Service for 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands in accordance with the statement of work.

Contract Period: Option 1 POP Begin: 07-01-2020 POP End: 06-30-2021

Services non personal Option Year 02.

The contractor shall provide VISN-Wide Translation Interpreter Service for 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands in accordance with the statement of work.

Contract Period: Option 2 POP Begin: 07-01-2021 POP End: 06-30-2022

Services non personal Option Year 03.

The contractor shall provide VISN-Wide Translation Interpreter Service for 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands in accordance with the statement of work.

Contract Period: Option 3 POP Begin: 07-01-2022 POP End: 06-30-2023

Services non personal Option Year 04.

The contractor shall provide VISN-Wide Translation Interpreter Service for 24/7, virtual care and support to Veterans enrolled for VA Health Care in Florida, South Georgia, Puerto Rico, and the U.S. Virgin Islands in accordance with the statement of work.

Contract Period: Option 4 POP Begin: 07-01-2022 POP End: 06-30-2023

B.3 DELIVERY SCHEDULE

Page 1 of Page 1 of

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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 07/01/2019 through 06/30/2024.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $40,000;

(2) Any order for a combination of items in excess of $225,000; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12/30/2024.

(End of Clause)

C.5 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 1 days.

(End of Clause)

C.6 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 1 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 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 six (6) months.

(End of Clause)

C.7 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 9/30/2019. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.