36C25023Q0749.docx

36C25023Q0749

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

610-23-3-5078-0017 36C25023Q0749 06-06-2023

JANEL TATE

734-222-6179 06-20-2023 09:00

EDT

Department of Veterans Affairs Network 10 Contracting Office 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor

MI

48105 X X 541930 $20 Million N/A X Department of Veterans Affair Northern Indiana VA Healthcare System Marion VA Medical Center 1700 East 38TH Street Marion

IN

46953-4589 Y Department of Veterans Affairs Network 10 Contracting Office 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor

MI

48105 http://www.tungsten-network.com/customer campaigns/veterans-affairs-us/

See CONTINUATION Page Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses (Marion VAMC, Fort Wayne VAMC, St. Joseph County VA Clinic, Muncie VA Clinic, Peru VA Clinic, Hoosier VA Clinic, and additional facilities as needed).

See Price Schedule in Section B.

Questions are due to the contact in box 7a in writing no later than 11:00 A.M. EST June 13, 2023.

This procurement will be conducted as a comparative analysis utilizing FAR Parts 12 and 13. The resulting award will be firm fixed price contract.

See CONTINUATION Page 610-3630152-5078-840100-2580 0100431Y7 X X

JANEL N. TATE-MONTGOMERY

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. Contractor: _______________________ Address: _______________________

Contractor Point of Contact (POC) for Contract: __________________________

Alternate POC for Contract: ______________________ Title: ______________________ Phone: ______________________ Email: ______________________

SAM Unique ID ____________ TAX ID: _______________ Business Size: _______________

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:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Monthly to: https://authentication.tungsten-network.com/login

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.

Tungsten Network: https://authentication.tungsten-network.com/login

5. LATE QUOTE SUBMISSION: Late submissions shall not be considered.

6. MANDATORY SUBMITTED DOCUMENTS : Offer shall submit a signed copy of the SF1449, completed price schedule and 852.219-75 VA Notice of Limitations on Subcontracting - Certificate of Compliance for Services and Construction must be submitted with the quotation or offeror will not be eligible for award.

7. ACKNOWLEDGEMENT OF AMENDMENTS: The contractor shall acknowledge any and all amendments and include a signed copy with their quote submission. List of Amendments are listed below

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

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

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

2. FSC e-Invoice Contact Information: 1-877-353-9791

2. FSC e-Invoice email: vafsccshd@va.gov

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in arrears monthly.

2. Contractor shall only bill for services rendered and for line items delivered.

3. A proper invoice that is submitted for payment, shall be accepted, and certified for payment if:

i. Monthly invoice is submitted in arrears, no later than the 20th business day of the following month that services were rendered.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

B.3 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

As prescribed in FAR Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts and contracts that exceed $250,000.00 and shares those evaluations with other Federal Government contract specialists and procurement officials. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement VA uses an online database, CPARS, which is maintained by the Naval Seal Logistics Center in Portsmouth, New Hampshire. CPARS has connectivity with the Past Performance Information Retrieval System (PPIRS) database, which is available to all federal agencies. PPIRS is the system used to collect and retrieve performance assessment reports used in source selection determinations and completed CPARS report cards transferred to PPIRS. CPARS also includes access to Federal Awardee Performance and Integrity Information System (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

Each contractor whose contract award is estimated to exceed $250,000.00 requires a CPARs evaluation. A government Focal Point will register your contract within 30 days after award and, at that time, you will receive and email message with a User ID (to be used when reviewing evaluations). Additional information regarding the evaluation process can be found at www.cpars.gov or if you have any questions you may contact the Customer Support Desk at DSN: 684-1690 or COMM: 207-438-1690.

For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have 60 days to submit any comments and re-assign the report to the CO.

Failure for the contractor’s representative to respond to the evaluation within those 60 days will result in the governments evaluation being placed on file in the database with a statement that the contractor failed to respond. The Contractor’s representative will be locked out of the evaluation and may no longer send comments.

PERFORMANCE WORK STATEMENT (PWS)

1. General:

1.1. Northern Indiana VA Healthcare System (VA NIHCS) needs on-site American Sign Language (ASL) interpreting services to facilitate communication at events and meetings such as work-related meetings, training sessions, safety talks, discussions on work related procedures, policies and assignments, human resources actions, conferences, team building events and any other event attended by deaf or hard of hearing employees. The assignments are primarily performed at the various VA NIHCS locations outlined below in this Performance Work Statement (PWS).

1.2. Locations:

· Marion VA Medical Center,1700 East 38TH Street, Marion IN. 46953-4589

· Fort Wayne VA Medical Center, 2121 Lake Avenue, Fort Wayne, IN 46805

· St. Joseph County VA Clinic, 1540 Trinity Place, Mishawaka, IN 46545-5006

· Muncie VA Clinic, 2600 W. White River Blvd., Muncie, IN 47303

· Peru VA Clinic, 750 North Broadway, Peru, IN 46970

· Hoosier VA Clinic, 1496 W Hoosier Blvd, Peru, IN 46970

· **Additional facilities may be added based on Northern Indiana VA Healthcare System requirements.

2. Objectives:

2.1. The contractor shall provide on-site sign language translation services for VA employees at various locations on an “as needed” basis.

3. Scope:

3.1. Assignments will be arranged via email notification. All known assignments will be coordinated as soon as the need is identified. If the Government submits a request for interpreters with less than two (2) business days advanced notice, the Contractor shall attempt to provide an interpreter from their staff, but the Government understands that the Contractor may not always be able to comply with such requests.

3.2. Confirmation of receipt of requested assignments shall be provided by 5:00 PM EST to the Contracting Officer’s Representative (CO), or 10 AM EST the following day if the COR’s assignment email was sent after 2:00 PM EST.

3.3. Once a specific individual is assigned, a confirmation email shall be provided to the within three business days prior to the assignment, or as soon as possible if the assignment email was sent within five days of the assignment.

3.4. If the Contractor is unable to fill the assignment, the CO must be notified immediately to facilitate coordination through another Contractor.

3.5. If the contractor does not respond by the time indicated in section 3.2 or 3.3, the Government reserved the right to direct the proposed assignment to another contractor.

3.6. If an interpreter assignment is for a one (1) hour assignment or less in duration, one (1) interpreter for such assignments shall be provided. Interpreters shall receive a 15-minute break after every 45 minutes of interpreting.

3.7. Unless it is specifically requested by the Contracting Officer, all assignments scheduled for longer than a one (1) hour, shall have two (2) interpreters assigned to ensure quality and effective communication over the entire duration of the assignment.

4. Business Protocol:

4.1. The Contractor shall provide their professional portfolio of their services to the Contracting Officer. The portfolio shall include the names of interpreters that meet the Government’s requirements, a copy of their Registry of Interpreters for the Deaf (RID) card. Before any interpreter works at a VA NIHCS event their professional portfolio must be sent and reviewed by the Contracting Officer.

4.2. The Contractor and the language interpreter(s) shall not discuss personal business; distribute personal business cards or promote themselves or the Contractor while on assignment to develop clientele from assignment(s) originating from the Federal Government. This is a conflict of interest and is cause for termination of the agreement.

5. Interpreter Qualifications and Requirements:

5.1. Sign language interpreters provided by the Contractor shall have a minimum of 5 years of experience proficiently interpreting for Deaf and/or Hard of Hearing individuals. Contractor shall have interpreters on staff that can use American Sign Language (ASL), Signed English (SE), and Manually Coded English (MCE) to perform interpreting for Deaf and/or Hard of Hearing employees. Sign language interpreters must possess fluency of sign language on the entire sign language continuum to effectively facilitate communication between Deaf and Hard of Hearing employees and hearing employees.

5.2. Certifications for all Contractor supplied sign language interpreters must be obtained from a recognized certifying organization. Contractor will ensure all Interpreters are certified and must hold at least one or more of the certifications issued by the National Registry of Interpreters for the Deaf (RID) and/or the National Association of the Deaf (NAD).

5.3. All parties involved agree that all information obtained while on assignment(s) shall be kept strictly confidential and shall not be used or disclosed to others after completed assignment(s). All interpreters shall be required to sign non-disclosure agreements and turn it in to the Contracting Officer prior to performing any assignment under this contract at any location.

5.4. Many of the services in the VA NIHCS deal with language and acronyms that are technical in nature, relate to complex medical issues, or are unique to the Government. If requested by the Contractor, the Contracting Officer will provide a written list of standard acronyms or language specifically used by the department or program office that is the subject of a request for an interpreter. The Contractor must take this unique environment into consideration when providing interpreters.

5.5. When possible, the Contractor should supply interpreters with professional backgrounds through education or life experience (such as military assignment, or technical degrees) that enhance their capacity to communicate technical information in a government or medical setting.

5.6. Sign language interpreter(s) supplied under this contract shall be professionally dressed. They shall be well groomed and dressed in an acceptable manner that is appropriate to the situation which usually involves business meetings.

6. Assignments:

6.1. Prior to each scheduled event, the sign language interpreter(s) provided pursuant to this contract shall make personal contact with the supported employee. This can be done onsite prior to the commencement of the event. At the time of the scheduled event, the sign language interpreter(s) shall report to the Government contact person identified for the assignment to check in.

6.2. Each assignment will be billed for a minimum of two hours in keeping with common commercial practice.

6.3. In the event an interpreter supplied under this contract arrives to an assignment that has been canceled, the interpreter shall call the Contracting Officer.

6.4. If an assignment goes over the contracted time, the Contractor shall be paid by rounding up to the nearest 15 minute increment. In the event of an extension, it is the responsibility of the on site POC to coordinate with the CO for approval of the extension.

6.4.1. Should an assignment under this contract extend beyond the contracted time and the interpreter assigned by the Contractor cannot stay, then the supplied interpreter shall be permitted to leave without any penalty imposed on the Contractor or any negative report issued with respect to the Contractor’s performance of this contract. The Contractor must inform the onsite POC that they are unable to stay.

6.5. Client Attendance:

6.5.1. In the event a government client (Deaf or Hard of Hearing employee) is late for a scheduled assignment, the interpreter assigned to the event may consider the client to be a “no show” if the client has not arrived within thirty (30) minutes after the scheduled start time.

6.5.2. In the event the client is a “No Show”, the Contractor shall contact the Contracting Officer for either reassignment or release. The interpreter may not leave the assigned campus until the departure has been approved by the Contracting Officer, or the scheduled end time has passed.

6.6. Interpreter Attendance:

6.6.1. Sign language interpreter(s) provided by the Contractor shall allow sufficient time to get through security and report to the site of the covered meeting or event on time. Multiple instances of unexcused tardiness shall not be tolerated. The Government reserves the right to rely on such instances of tardiness as the basis for placing interpreters on a “Not to Send” list. Only the Contracting Officer can make the determination to have a particular interpreter on said list and will justify it in writing to the Contractor. If an instance of tardiness/delay by an interpreter is anticipated due to some known or reported circumstances (e.g., like they call because of an accident that has a road blocked), the Contractor must inform the Contracting Officer of the anticipated delay so that the customer can be informed and possibly the meeting time adjusted to allow for the delay.

6.6.2. “Excusable Delay” is a delay that is beyond the Contractor’s (sub-contractor’s) control. Such as in instances when driving to an assignment, an interpreter gets stuck in traffic due to an accident that has the current route blocked and no alternates are available (such accidents can be verified). Instances of an interpreter just leaving too late to get to the assignment on time are not excusable. All instances will be evaluated on a case-by-case basis by the Contracting Officer.

6.6.3. If there is a no show by a sign language interpreter provided under this contract, the Government will not pay any invoice submitted with respect to that assignment. Repeated offenses could result in termination of this contract for cause.

6.6.4. The Contractor may replace a scheduled interpreter for an assignment if they have provided notice to the Contracting Officer that the originally assigned interpreter will be unacceptably delayed or will not be able to make the assignment at all. If an approved (Contracting Officer must approve in each instance) interpreter is provided in a timely manner for the assignment, the Contractor may bill as to the original assignment.

6.7. Cancellations:

6.7.1. All Contractor cancellations (and any potential cancellations) shall be submitted to the Contracting Officer via email. Telephone calls are permitted for timely notification, but follow-up emails confirming assignment cancellations are required. Though not considered to be quite as severe as a blatant “No Show”.

6.7.2. Assignments to be performed under this contract may be cancelled by the Contracting Officer by email, not less than twenty-four (24) hours in advance of the scheduled start time for the meeting or event, Monday through Friday, with no penalty or charges for the cancelled assignments. If a previously scheduled assignment(s) is/are canceled by the Contracting Officer, and the Contracting Officer has given the Contractor the 24-hour notice herein described no invoice for payment shall be submitted by the Contractor and the Government shall have no obligation to make any payment with respect to the cancelled assignment.

6.7.3. . If the Government provides less than twenty-four (24) hours advance notice of a cancellation(s) of an assigned meeting or event, then the Contractor may submit an invoice for all labor charges incurred by the Contractor which shall not exceed the cost for the initial day of a meeting or event scheduled for multiple days.

6.7.4. Interpreters provided under this contract shall not report to work or to a scheduled meeting or event if the meeting or event is cancelled due to the closure of the assigned location because of inclement weather or an emergency. In such cases, due to official closure, the Contractor may not bill for any cancelled events.

7. Billing:

7.1. The Contractor shall submit invoices monthly. Invoices should include the following:

Invoice Number Date of assignment Assignment start/stop time Interpreter’s name Name of Deaf or Hard of Hearing client Name of government employee who scheduled the service Location (Building and Room number when applicable) If the assignment was canceled within 24 hours Interpreter fee Total charge

7.2. A monthly summary that includes all invoices for the month shall be provided to the CO by the end of the first full week of the following month.

8. Security Requirements:

8.1. Contractor personnel shall adhere to all local security policies and regulations while on VA NIHCS property.

8.2. The C&A requirements do not apply and a Security Accreditation Package is not required.

9. Deliverables:

001 – Interpreter Confirmation email – As Required 002 – Invoice Verification – Monthly

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

Performance Objective (The required service)

(This is the maximum error rate)

PRS #1

Interpreter arrives on time to scheduled events.

PRS #2

Interpreter services are provided. Additional interpreters are provided on short notice when requested.

90% fill rate for less than 5 days 85% fill rate for less than 24 hours.

PRS #3

Sign language interpreters provide clear interpreting services.

PRS #4

Contractor shall send only qualified interpreters.

PRS #5

Contractor responds to emails in a timely fashion.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses (Marion VAMC, Fort Wayne VAMC, St. Joseph County VA Clinic, Muncie VA Clinic, Peru VA Clinic, Hoosier VA Clinic, and additional facilities as needed) for the period of July 1, 2023 through June 30, 2024 with four (4) additional one (1) year option periods exercisable at the Government's discretion.

Contract Period: Base POP Begin: 07-01-2023 POP End: 06-30-2024 PRINCIPAL NAICS CODE: 541930 - Translation and Interpretation Services PRODUCT/SERVICE CODE: R426 - Support - Professional: Communications

Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses (Marion VAMC, Fort Wayne VAMC, St. Joseph County VA Clinic, Muncie VA Clinic, Peru VA Clinic, Hoosier VA Clinic, and additional facilities as needed).

Contract Period: Option 1 POP Begin: 07-01-2024 POP End: 06-30-2025

Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses (Marion VAMC, Fort Wayne VAMC, St. Joseph County VA Clinic, Muncie VA Clinic, Peru VA Clinic, Hoosier VA Clinic, and additional facilities as needed).

Contract Period: Option 2 POP Begin: 07-01-2025 POP End: 06-30-2026

Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses (Marion VAMC, Fort Wayne VAMC, St. Joseph County VA Clinic, Muncie VA Clinic, Peru VA Clinic, Hoosier VA Clinic, and additional facilities as needed).

Contract Period: Option 3 POP Begin: 07-01-2026 POP End: 06-30-2027

Contractor shall provide in-person Sign Language Translation per the Performance Work Statement (PWS) located at the VA Northern Indiana Healthcare System (VA NIHCS) Campuses.

Contract Period: Option 4 POP Begin: 07-01-2027 POP End: 06-30-2028

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause) C.5 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR VERIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (NOV 2022)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

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

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

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

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR parts 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to apply to a VA verified and VIPlisted SDVOSB, unless otherwise stated in this clause.

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

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)), except that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) of this clause).

(b) General.

(1) Offers are solicited only from VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed SDVOSBs at the time of offer shall not be considered.

(2) Any award…