36C25021Q0484.docx

36C25021Q0484

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

36C25021Q0484 03-23-2021 Josh Kovar - Joshua.Kovar@va.gov 937-268-6511 x 7141 04-05-2021 15:00

EDT

36C250 Department of Veterans Affairs Network Contract Office (NCO)-10 3140 Governor’s Place Blvd. Suite 210 Kettering

OH

45409-1337 X X 561492 $16.5 Million N/A X 36C250 Department of Veterans Affairs Network Contracting Office (NCO 10) 3140 Governor’s Place Blvd. Suite 210 Kettering

OH

45409-1337 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 3140 Governor's Place Blvd. Suite 210 Kettering

OH

45409-1337

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This solicitation is a Request for Quotes for court reporting services. The Government intends to award a firm fixed price IDIQ contract with one 7 month base plus 2 option years possible. Contractor shall provide all necessary personnel, supervision, labor, equipment, material and disposal necessary to provide court reporting services at Cleveland Louis Stokes VA Medical Center pursuant to the Performance Work Statement described therein.

Offerors should carefully follow instructions included in FAR 52.212-1 and for evaluation criteria specified in section E (FAR 52.212-2). Pricing should be identified B.2 Price/Cost Schedule attached to the RFQ.

See CONTINUATION Page X John Ryan 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 36C250 John Ryan

Department of Veterans Affairs Network Contract Office (NCO)-10 3140 Governor’s Place Blvd. Suite 210 Kettering OH 45409-1337

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 B.2 Performance Work Statement Network Contracting Office 10 For Court Reporter Services

1. A. REQUIREMENT: Court Reporting Services

1. B. DESCRIPTION: The scope of work for the court recording service is to obtain transcription for meetings that require legal documentation. The contractor shall provide all personnel, equipment, tools, materials, vehicles, supervisions, certifications, and all other technologies and technical services to provide court reporting services on request; and ability to accommodate the court reporting requirements for VA when requested and provide documentation within the timeframes outlined herein. The contractor shall perform to the standards in accordance with court reporting ethics, certifications, and standards.

1. C. PERFORMANCE: Court reporting requirements shall occur intermittently through each fiscal year; the requirement may be an urgency of need with only one day in advance notices. However, each facility point of contact shall strive to inform the Contractor at least fifteen (15) days in advance.

1. D. PLACE OF PERFORMANCE: The work to be performed under this contract will be performed within a ten-mile radius of the below listed organizations:

1.

· Louis Stokes Veterans Affairs Medical Center 10701 East Blvd Cleveland, OH 44106-1702

1. E. HOURS OF OPERATION: The contractor is responsible for conducting business, between the hours of 7:30 A.M. and 5:00 P.M. Est., Monday thru Friday, except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings.

1.

1. If the period of performance exceeds normal business hours, the CO shall be notified by the close of the next business day with supporting documentation including hours used and who authorized the additional time. This is not common.

1.

1. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons. The Contractor must, at all times, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

F. RECOGNIZED HOLIDAYS:

Page 1 of New Year’s Day Martin Luther King Day President’s Day Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day Page 1 of Page 1 of 1.

1. G. WORK REQUIREMENTS

1. The Contractor shall have sole responsibility to create verbatim transcripts of investigations, speeches, conversations, legal proceedings, meetings, and other events where the spoken words are necessary for correspondence, records, or legal proof.

2. The Contractor shall be certified to administer oaths of all participating parties when such service is required.

3. The Contractor’s Court Reporters performing work under this contract shall hold a current commission as a notary public to be authorized to administer oaths and collect evidence when such service is required.

4. The Contractor shall be responsible for accurate recording and transcription to ensure clarity and quality of spoken word. The Court Reporter is responsible for ensuring a complete, accurate, and secure legal record.

5. The Contractor shall ensure a secured storage and retrieval system is in place for all stenographic notes, voice files, or audio recordings in paper or digital format. The Contractor shall ensure the transcription documentation is destroyed immediately following completion of the contractual agreement with receipt and processing of payment for the contractual services.

6. The Contractor shall provide the facility Point of Contact (POC) with all the required deliverables and shall ensure no additional copies are composed or distributed. The facility’s POC will be provided at the time of award of contract.

7. An invoice shall only be submitted after all the work is completed and all deliverables have been submitted, received, and approved. All invoices are to be paid 30 days in arrears, after an acceptable invoice is received via Electronic Invoice clause contained herein.

1. H. PRODUCT DELIVERABLES AND SERVICE DESCIPTIONS:

1.

1. Court reporting services that are needed for:

1.

Page 1 of Page 1 of Page 1 of

1. a. Administrative Investigation Boards

1. b. Equal Employment Opportunity

1. c. Merit Systems Protection Board

1. d. Depositions,

1. e. Privileging (Hearings)

1. f. Arbitration

1. g. Services will also be used for any other meetings that require legal documentation Page 1 of Page 1 of Page 1 of

2. The Contractor shall provide all personnel, equipment, tools, materials, vehicles, supervisions, certifications, and all other technologies and technical services to provide court reporting services when needed or prescribed by the designated facility POCs or Cognizant Contracting Officer. The contractor shall perform to the standards in accordance with court reporting ethics, certifications and standards. There will be no access to VA computers or IT Infrastructure.

1.

1. 3. Telephonic and Virtual transcription is acceptable on a case by case basis.

1. I. FORMAT REQUIREMENTS:

1. The responsibility to administer Court Reporter Services lies directly with each court, although there is a series of requirements established by statute and by the Judicial Conference that each court must fulfill. Court Reporters will adhere to the transcript format established by the Judicial Conference.

1. Transcripts shall be punched with three (3) holes at the left side; the upper and lower holes to be two (2) inches from top and bottom of the page, and the third hole to be in the center of the resulting interval; and will be assembled using numerical exhibit tabs that visibly protrude at the right edge.

2. Transcripts shall be secured with a suitable fastener of permanent nature. Each copy of the transcript furnished shall be bound with covers of good quality.

3. Transcripts may be requested to be formatted on computer CDs/DVDs, as well as depositions on video, compressed transcripts, and all-word indexing.

4. The Government reserves the right to copy and distribute transcripts purchased from the Contractor for internal and other VA/VHA Agencies use.

1.

1. J. TYPE OF CONTRACT: This is an IDIQ contract with an estimate minimum of 1 and estimated maximum of 20 cases, hearings, or boards per year for the VA Site.

1. K. PERIOD OF PERFORMANCE: The period of performance shall be for one (1) Base Year of 07 months and two (2), one-year options, summarized as follows:

• Base Year: 04/15/2021 – 11/14/2021

• Option Year 1: 11/15/2021 – 11/14/2022

• Option Year 2: 11/15/2022 – 11/14/2023

L. GENERAL REQUIREMENTS

1. Performance:

a. Under the authority of Public Law 104-262 and 38 U.S.C. 8153, the Contractor agrees to provide competent resources in accordance with the terms and conditions stated herein, to furnish to, and at the Department of Veterans Affairs (VA) Medical Facility, the services at prices specified in this Contract.

1. b. Court Reporter Services performed by the Contractor, or its Subcontractor, will be performed within the continuous United States, in accordance with VA policies and procedures and the regulations of the medical staff by laws of the VA facility.

1. c. The Contractor shall be available during normal business hours of 7:30am to 5:00pm, Monday through Friday, excluding Federal Holidays. The Contractor is required to assure either directly or through his/her Subcontractors:

1. That each Court Reporter is fully aware of the assigned work situation, including the occasional need for extending a proceeding beyond the normal 8-hour workday;

2. That each Court Reporter is aware of the additional compensation available to him or her when such Court Reporter Services are required and used; and

3. Confirm the additional compensation is received by the Court Reporters.

1. d. The Court Reporter must arrive at least thirty (30) minutes prior to the start time of the first appearance, or in no case, later than the time required to set up all required equipment and be able to begin verbatim reporting at the designated time. In the case of a telephonic investigation, the Court Reporter shall make telephone contact with the Presiding Official at least thirty (30) minutes prior to the start time. Any technical requirements needed by the Court Reporter must be submitted to the authorized Agency or Service Representative two (2) days prior to the start of the proceeding.

1. e. The Court Reporter will record, at a high rate of speed, verbatim testimony given in judicial or quasi-judicial employment-related proceedings. The verbatim testimony includes but is not limited to: Questions, answers, objections, proceedings and review. The Court Reporter will report everything spoken while a proceeding is in session unless the Presiding Official directs an off-the-record discussion.

1. f. These employment-related proceedings require transcripts of testimony for not only the Administrative Law Judge, Grievance Examiner, Arbitrator, Board Chairperson and Members, but for the Agency Attorney(s) and Agency employee representatives. Employment-related proceedings generally range from one (1) hour to three (3) days; however, on rare instances, they may be required to convene for up to five (5) days or longer.

1. g. The Contractor agrees the assigned Court Reporter will provide Court Reporting Services equal to or higher than the acceptable standard of an experienced Court Reporter. Additionally, the Court Reporter will act in good faith and in the best interest of the Agency and will use their best efforts in exercising sound business judgment. The Court Reporter will perform all assigned work in a business-like manner according to the best standards of the reporting profession.

1. h. The Court Reporter will prepare and certify complete, legible transcripts of evidence and testimony, which accurately reflect the full and complete verbatim record of the proceedings, for inclusion in the records. In the event the Presiding Official finds one or more copies of the transcripts to be illegible, the Contractor shall correct and replace the same within one (1) business day after receipt of notification from the Presiding Official and without additional cost for such replacement.

1. i. The Court Reporter will insert supplemental material(s) at proper places in the transcripts, in accordance with notations made in record of the proceedings. The Court Reporter refers to citations and other source materials in preparation of the transcripts.

1.

1. j. When the Presiding Official determines that there are errors in the transcript, he/she may require the Contractor to correct the errors and furnish the corrected transcript within five (5) calendar days, or less, after receipt of notification and without additional cost to the Government for the same, regardless of the delivery time the original order specified.

1. k. The Court Reporter will not omit from the record any part of the proceeding for which notes have been taken as required, unless the Presiding Official so directs.

1. l. The Court Reporter will mark and number exhibits and arrange them in numerical or alphabetical order, if directed to do so by the Presiding Official.

1. m. The Agency’s authorized Representatives will identify the Administrative Judge, Arbitrator, AIB Chairperson or Point of Contact for the Court Reporter for a proceeding and provide directions to the location of the first meeting. At the proceedings, the Court Reporter will be governed by the instructions of the Presiding Official in matters affecting the composition of the record, adjournment to other times and/or places, the hours of the proceeding, who will provide testimony, who requires copies of the transcripts, and matters of like character.

1. n. The Court Reporter shall perform other duties as required reasonably within the scope of duties specified in this Contract.

o. The Contractor and Agency agree that the Contractor, Contractor staff, Agents, and Subcontractors shall not be considered VA employees for any purpose.

2. Qualifications:

a. When contacted by the Agency, the Contractor must ensure the Court Reporter has the skills required to record verbatim testimony at a high rate of speed, by shorthand, mechanical and/or electronic means, at proceedings when specified by, statue, rule of law, or by order of a court.

b. The Contractor must be able to promptly transcribe the proceedings requested by Department of Veteran Affairs (VA), Veterans Health Administration (VHA), Veterans Integrated Network System (VISN 10), Cleveland VAMC, Administrative Law Judges and Grievance Examiners.

c. The Court Reporter, in conjunction with the Contractor, are responsible for certifying and filing transcripts, notes and exhibits.

d. As requested to record proceedings and produce transcripts; the Contractor will ensure Court Reporters are qualified in the operations of the following equipment:

1. Stenographic Equipment;

2. Real-time Recording;

Case-View, or Live-Note

3. Litigation Support:

Key Word Indexing, Condensed Transcripts, and/or E-mail Transcript Delivery;

4. Legal Videography, Videoconferencing, and Teleconferencing;

Digital Recordings, and/or MPEG1 and DVD Formats;

5. Computer Aided Transcription (CAT);

6. Shorthand and/or Monitored Multi-Microphone Recording; or

7. When permitted, Steno Mask Recorder (Note: Audio Tape Recorders may only be use for back-up purposes or as a tool for a qualified Steno Mask Recorder.)

e. Court Reporters require the following Knowledge, Skills and Abilities:

1. Thorough knowledge of steno-typing or other methods of taking verbatim testimony at a high rate of speed;

2. Extensive knowledge of business English and spelling, with the vocabulary necessary in recording testimony involving technical, medical and legal terms;

3. Working knowledge of legal procedures and the preparation and use of court records;

4. Ability to prepare accurate, complete, secure and confidential records of proceedings;

5. Ability to correctly transcribe testimony proffered in various idiomatic phrases;

6. Skill in the development of total recall necessary to record dictation at a high speed with extreme accuracy;

7. Board Certified in their profession and/or hold a current certification related to their practice;

1. M. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES: The Contractor shall be able to provide a qualified Court Reporter within 24-hours’ notice to transcribe accurate sworn testimony at various employment-related proceedings that could range from one (1) day to two (2) or more weeks.

1. It is important to note the duration of proceedings may last one (1) hour or continue for multiple days, with limited breaks, last minute delays or cancellations, limited set-up time, and less than desirable environmental conditions.

2. The number of transcripts generally requested for a proceeding is the original and one (1) copy; however, some proceedings may require the original transcript and up to four (4) copies. Transcripts are generally requested within a two (2) week [or fourteen calendar days] turnaround or less, from the date of the last sworn testimony taken in a proceeding. The number of pages contained in each transcript will be determined by the length of the proceedings.

1. N. CONFIDENTIALITY AND NONDISCLOSURE: Proceedings shall be designated as confidential. When a proceeding or any portion thereof is designated confidential, the Contractor shall hold inviolate and in the strictest confidence any and all information which he/she may gain in the performance of his/her duties under this contract. Court Reporters shall not disclose anything they see, hear or read as it relates to assigned cases.

1. O. CONFIDENTIALITY OF PATIENT RECORDS: When VA is providing services involving patient records to non-Federal entities, the records maintained by VA in providing those services are subject to the Privacy Act, FOIA, and other VA specific laws regarding the confidentiality of patient records.

Price/Cost Schedule The quantities listed for required services are based upon the total estimated need for each CLIN for the places of performance listed in paragraph D of the PWS. Each case to be a minimum of four (4) hours.

It is to be expected the that task orders to be placed against any resulting contract are likely to vary, potentially significantly, from the estimated quantities listed.

The task orders to be placed against this contract will provide not to exceed amounts against the listed CLINs. Vendor shall invoice upon completing each Task Order. Invoice shall be paid based upon the actual services rendered (i.e. the number of hours worked, and number of pages produced). Invoices shall include purchase order number as directed by the VA’s electronic invoicing policy.

B.3 PRICE/COST SCHEDULE

The contract minimum for each period of performance (base and two possible option years) is $3,000.00. The base period contract maximum is $30,000.00 and the contract maximum for each possible option year is $40,000.00. The total contract maximum, base and all possible option years included, is $110,000.00. Task order minimums and maximums are addressed in clause 52.216-19.

ITEM INFORMATION

0.00

Court Reporting Services Cleveland Contract Period: Base POP Begin: 04-15-2021 POP End: 11-14-2021

0001AA

Court Reporting Services - Onsite (4 Hour Minimum - 24 hour Cancellation Notice)

0001AB

Court Reporting Services - Virtual/Telephonic (4 Hour Minimum - 24 Hour Notice)

0.00

Cancellation Fees Contract Period:

0002AA

Court Reporting Services - Onsite Cancellation Fee

0002AB

Court Reporting Services - Virtual Cancellation Fee

0.00

Court Reporting Services - Off Hours

0003AA

Court Reporting Services - Onsite After Hours - Nights and Weekends

0003AB

Court Reporting Services - Virtual After Hours - Nights and Weekends

0.00

Transcription Services - Delivery Times

0004AA

Transcription Services (1-Day) - Rush-Next Business Day (Paper and Electronic Copy)

0004AB

Transcription Services (3-Day) - 3 Business Day Turnaround (Paper and Electronic Copy)

0004AC

Transcription Services (5-Day) - 5 Business Day Trunaround (Paper and Electronic Copy)

0004AD

Transcription Services (10-Day) - 10 Business Day Turnaround (Paper and Electronic Copy)

0004AE

Transcription Services - Extra Physical Copy of Transcripts

0004AF

Transcription Services - Extra Electronic Copy of Transcripts

0.00

Court Reporting Services Cleveland Contract Period: Option 1 POP Begin: 11-15-2021 POP End: 11-14-2022

1001AA

Court Reporting Services - Onsite (4 Hour Minimum - 24 hour Cancellation Notice)

1001AB

Court Reporting Services - Virtual/Telephonic (4 Hour Minimum - 24 Hour Notice)

0.00

Cancellation Fees Contract Period:

1002AA

Court Reporting Services - Onsite Cancellation Fee

1002AB

Court Reporting Services - Virtual Cancellation Fee

0.00

Court Reporting Services - Off Hours

1003AA

Court Reporting Services - Onsite After Hours - Nights and Weekends

1003AB

Court Reporting Services - Virtual After Hours - Nights and Weekends

0.00

Transcription Services - Delivery Times

1004AA

Transcription Services (1-Day) - Rush-Next Business Day (Paper and Electronic)

1004AB

Transcription Services (3-Day) - 3 Business Day Turnaround (Paper and Electronic Copy)

1004AC

Transcription Services (5-Day) - 5 Business Day Trunaround (Paper and Electronic Copy)

1004AD

Transcription Services (10-Day) - 10 Business Day Turnaround (Paper and Electronic Copy)

1004AE

Transcription Services - Extra Physical Copy of Transcripts

1004AF

Transcription Services - Extra Electronic Copy of Transcripts

0.00

Court Reporting Services Cleveland Contract Period: Option 2 POP Begin: 11-15-2022 POP End: 11-14-2023

2001AA

Court Reporting Services - Onsite (4 Hour Minimum - 24 hour Cancellation Notice)

2001AB

Court Reporting Services - Virtual/Telephonic (4 Hour Minimum - 24 Hour Notice)

0.00

Cancellation Fees

2002AA

Court Reporting Services - Onsite Cancellation Fee

2002AB

Court Reporting Services - Virtual Cancellation Fee

0.00

Court Reporting Services - Off Hours

2003AA

Court Reporting Services - Onsite After Hours - Nights and Weekends

2003AB

Court Reporting Services - Virtual After Hours - Nights and Weekends

0.00

Transcription Services - Delivery Times

2004AA

Transcription Services (1-Day) - Rush-Next Business Day (Paper and Electronic)

2004AB

Transcription Services (3-Day) - 3 Business Day Turnaround (Paper and Electronic Copy)

2004AC

Transcription Services (5-Day) - 5 Business Day Trunaround (Paper and Electronic Copy)

2004AD

Transcription Services (10-Day) - 10 Business Day Turnaround (Paper and Electronic Copy)

2004AE

Transcription Services - Extra Physical Copy of Transcripts

2004AF

Transcription Services - Extra Electronic Copy of Transcripts

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 (AUG 2020)

(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 04/15/2021 through 11/14/2023.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(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 $10,000.00;

(2) Any order for a combination of items in excess of $10,000.00; or

(3) A series of orders from the same ordering office within 3 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 3 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 14 days.

(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 30 days.

(End of Clause)

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 11/14/2023. 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.