36C25520Q0026-003.docx

36C25520Q0026

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

36C25520Q0026 11-27-2019

CHEEKS, AL ALBERT.CHEEKSJR@VA.GOV

913-946-1991 12-02-2019 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 561492 $16.5 Million N/A X

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 Provide Court Reporter/Transcription Services as per the Statement of Work at the John J. Pershing VA Medical Ctr DUNS Number: ________________________________ TIN Number:______________________________________ The Government intends to award a requirements contract for the estimated quantities of service.

See up dated schedule (B.3) X X X

1(ONE)

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(a). CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

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

(c). INVOICES: Invoices shall be submitted in arrears:

(d). 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 Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX

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

B.2 STATEMENT OF WORK

John J. Pershing VA Medical Center

(a) GENERAL INFORMATION

(1) Title of Project: Stenographer/Court Reporting Services

(2) Scope of Work: The Contractor shall provide, when needed, on-site transcription/stenography services as defined herein. Services to be performed for Human Resources program located at the John J. Pershing Veterans Administration Medical Center (JJPVAMC) at Poplar Bluff, MO. The contractor is responsible for providing transcription/stenography services and shall furnish all personnel, management, transportation, materials, parts, supplies, and equipment required to perform services as defined in this contract.

(3) Background: This requirement has been traditionally acquired on a per proceeding basis. The facility has no control over when a proceeding may be required so it is extremely difficult to forecast the number of proceedings that may be required on an annual basis. The estimated quantities provided in the Price Schedule are based upon recent historical usage that projects up to an estimate of twenty-four (24) proceedings per year may be required. A proceeding is defined as an individual hearing; however, one hearing may result in multiple proceedings.

(4) Performance Period: The Contractor shall begin the work required under this SOW commencing with the effective date of award, unless otherwise directed by the CO, and shall provide the required services until the date of contract expiration.

(5) Type of Contract: This is an indefinite delivery, indefinite quantity (ID/IQ) fixed unit price contract. The contract will have a guaranteed total contract minimum and a non-guaranteed maximum value as follows (per year):

(i) Minimum - $1,640.00.

(ii) Maximum - $60,720.00.

(6) Extension of Contract. This contract may be extended for up to four (4) one (1) year option periods plus an additional six (6) months at the discretion of the government, in accordance with FAR Clause 52.217-8, Extension of Services and 52.217-9, Option to Extend the Term of the Contract.

(7) In the event that the Department of Veterans Affairs and the American Federation of Government Employees (AFGE) Master Agreement is renegotiated or changed relevant to the cost sharing of transcript services this contract may be offered for renegotiation, or terminated, if both parties do not agree to renegotiate to comply with the requirements of the new, or changed, Master Agreement. Any such notice to renegotiate this service contract as a result of a new Master Agreement or a change to the Master Agreement will be made in writing from the Contracting Office.

(b) REQUIREMENTS

(1) Services to be performed include recording, transcribing and furnishing typed transcriptions of conferences, courtroom and/or legal proceedings, depositions, advisory board, accident investigation board, fact finding meetings, and committee meetings, personal grievance and appeal hearings and other administrative hearings.

(2) Dictation may be recorded by stenotype machine, steno mask, 100% shorthand, tape recording devices or any combination of the above. When dictation is recorded by tape recording devices, equipment must be of such quality as to ensure against error, misinterpretation or loss of voice. Equipment must be continuously monitored by the contractor, and proper operations shall be the responsibility of the contractor.

(3) The Contractor shall hold inviolate and in the strictest confidence all information of an official character which he may gain in the performance of his duties under this agreement.

(4) The Contractor, its agents or employees, shall not during this contract with the Government, hold any position or official relationship with, own any stock or bonds of, or have any peculiar interest in any participants of the proceedings.

(5) Depositions shall be taken by the duly authorized notary and no separate fee is to be charged for notary service, administering oath or affixing seal.

(c) FORMAT

(1) The transcript and all exhibits shall be provided electronically, in Adobe.pdf format and may also be downloadable by the VA from a Contractor provided secure internet site.

(2) In the original and each copy of the transcript, the title page showing name, docket number, if applicable, place and date of proceedings, appearance, location, etc., shall be preceded by a page or pages indexing the speakers and/or witnesses and exhibits. Each transcript shall include one complete index of speakers and or witnesses. The index shall indicate the page where testimony and/or speech of every person begins and shall identify the exhibits by number showing what part introduced them and giving a brief description of the nature of the exhibit. In addition to the above, each transcript will include showing that the contractor has sought the identity of each person/party seeking to purchase a copy of the transcript on each hearing day / proceeding and their decision whether or not to purchase a copy of that transcript from the contractor. Typing shall be double spaced.

(3) Whenever testimony and/or speech is continuous requiring more than one line, the typing shall begin as close as possible the left ruled marginal line; words shall be properly hyphenated when necessary. Pages necessarily containing less than 25 lines shall be charged and paid for at the full page rate. No payment will be made for lines in excess of 25 lines of the page. Numbers indicating each line of transcription upon each page, i.e. 1 to 25 inclusive, shall be printed at the left marginal line of the original transcript. The paging of the transcript of a further proceeding shall follow consecutively the paging of the previous proceeding in the same proceedings, unless otherwise directed by the presiding officer. Page numbers are to be placed at the bottom of each page.

(4) Exhibits, in connection with the proceeding shall, unless otherwise directed by the presiding officer, be marked and numbered or lettered by the recorder, arranged in numerical or alphabetical order and transmitted with the transcript to which they relate. The marking shall indicate clearly by whom the exhibit was offered. Such documents shall be copied into the record unless the presiding officer otherwise directs. The presiding officer may, at his discretion, direct that such documents be read or copied into the record in part or in full.

(5) If any document is withdrawn, or for any other reason is not filed with the transcript, a memorandum shall be inserted by the Contractor in the place of the document stating its nature, how numbered or lettered and marked, and the reason for its absence. The number of exhibits introduced at a proceeding or in a reopened case shall follow consecutively the number of the last previous exhibit introduced by such party.

(d) SUPERVISION. The Contractor, or the duly authorized employee, agent, or representative of the Contractor, shall present oneself to the person in charge of the proceedings and shall be at all times governed by the instructions of the adjournment to other times or places, and matters of like character.

(e) REPORTING

(1) Everything spoken during a session shall be reported and incorporated into the transcript unless the presiding officer otherwise directs. This shall include a record of appearances, with the names and identification of parties who actually testify or speak at the proceedings or who request the entering of their appearances, together with such other matters as may be directed by the presiding officer.

(2) No part of the proceedings, which have been taken, shall be omitted from the record unless the presiding officer so directs. A full and complete verbatim record shall be made and transcribed.

(1) It shall be the responsibility of the Contractor to furnish complete transcripts which accurately reflect the full and complete verbatim record of the hearing. If electronic sound recording devices are used, they must be of such a quality as to ensure against error, misinterpretation, or loss of voice. Equipment must be operator monitored and include simultaneous playback, listening, pre-amplification and speaker identification facilities.

(2) When errors attributable to the Contractor’s performance appear in the transcript (i.e. those which change or obscure the meaning of the testimony but not including typographical errors or misspelling if the extended meaning is clearly evident, such as “their” for “there” or “two” for “too”, etc.) in an excess of one (1) error per 100 words of transcripts, the ordering agency may demand and the Contractor shall correct the errors and furnish corrected transcripts within five (5) calendar days after receipt of notification, and without additional cost to the ordering agency for same, regardless of the delivery time the original order specified.

(h) LEGIBILITY OF COPIES. The original copy shall be clearly legible; additional copies may be made from originals that are clearly legible.

(i) TYPE OF HEARINGS

(1) Hearings, conferences, etc., shall be designated public or private. The Government shall be the sole judge as to the type, and the Contractor binds himself to comply with the determination of the presiding official.

(2) The term “HEARING”, as used in this contract means one (1) hearing, proceeding, conference, case, trial, etc. public or private.

NOTE: If reporter is slated for full day and arrives on site then case settles, or if testimony is taken and transcript is not ordered, i.e. case settles, the charge for appearance will be two (2) hours at the contracted hourly rate.

(j) PROGRESS REPORTS. When required, a report shall be made by the Contractor each day for each case or each day’s proceedings in a given case and shall be mailed the same day, postage paid, to the JJPVAMC. If a case has been assigned for a proceeding and is called but not heard at the time and place indicated in the notice of assignment a record shall nevertheless be written up with the title page, list of appearances, a memorandum of the date, hour and place at which the proceedings was called, with a statement showing what action was taken and why the proceeding was not held.

(2) After a six-month period has passed from the date a transcript was provided and payment rendered the Contractor must dispose of transcripts.

(3) Please see section (x) below for RECORDS MANAGEMENT procedures.

(l) LEGAL REQUIREMENTS AND PERMITS. The Contractor shall obtain, at his own expense, all necessary licenses and permits and shall conform to all laws, regulations, and ordinances applicable to performance of services specified in this contract.

(m) COMPUTATION OF TIME. The thirty (30) calendar day requirement specified in paragraph (p), titled “Regular Copy” shall be applicable to transcripts completed after each hearing date / proceeding only. Transcripts shall be considered complete only when a final decision on the hearing has been rendered and delivered to the Contractor.

(n) DELINQUENT TRANSCRIPTS

(1) When a transcript is designated “regular,” such a designation indicates that the Government requires delivery of the transcript within the time prescribed in this agreement for the kind of delivery ordered. When transcripts are designated as “regular” but are not delivered in accordance with the period of time prescribed in this agreement for the kind of delivery ordered, payment to the Contractor will be made at the rates applicable to the time of delivery actually achieved; except that (1) if the Contractor, regardless of the type of delivery ordered, fails to deliver the transcript to the Government within the applicable period prescribed for “regular” transcript, a further reduction in price will be made as follows in computation of the injury caused to the Government by the Contractor’s delayed delivery.

(2) The amount to be paid for the transcript will be reduced by 2% of the price for the transcripts, computed at the “regular” rate, for each business day or fraction thereof that delivery is deferred beyond the limit applicable to delivery of “regular” transcript, up to a total of 50% of the “regular” transcript price. Waiver of the above liquidated damages may be granted by the Contracting Officer upon written petition of the Contractor stating the cause for the delay.

(3) Nothing in this paragraph shall be construed to abrogate the performance requirements of this agreement or to permit the Contractor or his representative to fail to perform services as specified herein. Failure to furnish a reporting service or delinquency in the delivery of a transcript may result in termination of the contract.

(o) DELIVERY TIME. Unless the Contractor is otherwise directed, all transcripts ordered shall be delivered to the office designated by the ordering agency during regular business hours, with postage or other transportation charges fully prepaid by the Contractor. Copy to be furnished shall be regular as defined below.

(p) REGULAR COPY. Transcripts shall be delivered within thirty (30) calendar days after the hearing date.

(q) DELIVERY PRICES. Prices shall include all recordings, transcribing and furnishing of official copies of proceedings in Adobe.pdf delivered to a destination designated by the ordering agency.

(r) INABILITY OF CONTRACTOR TO PERFORM OR APPEAR. The Contractor shall obtain and remunerate a substitute whenever he/she is unable to perform the services. The substitute must be qualified to perform the services and must adhere to the terms and conditions of this contract.

(s) CANCELLATION OF HEARINGS. In cases when a proceeding must be cancelled, the Contractor shall be notified by the Government at least 24 hours prior to his/her scheduled appearance. Failure to do so will result in payment for that appearance.

NOTE: Government to notify the Contractor’s representative identified in section B.1 of all cancelled hearings.

(t) CONTRACTOR UNAUTHORIZED WORK PERFORMANCE. The Contractor shall not perform work that deviates from contract requirements and specifications. If the Contractor deviates from contract requirements and specifications without prior written approval of the CONTRACTING OFFICE, such deviation shall be at the risk of the Contractor and any cost thereto shall be borne by the Contractor.

(u) EMPLOYEES

(1) The Government reserves the right to remove any employee who violates federal regulations or is identified as a potential threat to the security, safety, health, or the operational missions of this medical facility and its population. The removal of such a person shall not relieve the Contractor from providing all required contract services described herein. Contractor employees shall not loiter on or around the facility during off-duty hours.

(2) The Contractor shall furnish qualified supervisory, administrative, journeyman and other personnel to accomplish all contract requirements. When performing contract services, Contractor employees shall wear neat and clean clothing. Contractor employees must be identified by having company and employee name on their uniform or a tag/badge attached to chest are of their clothing.

(v) CONFLICT OF INTEREST. The Contractor shall not employ the following personnel:

(1) Any John J. Pershing VA Medical Center personnel or a family member of same.

(2) An employee of the U. S. Government if the employment of that person would create a conflict.

(3) An alien who does not have a valid U.S. Immigration Alien Registration Card.

(w) Copies of Transcripts.

(1) The VA will pay for one copy of the transcript.

(2) Arbitrator copy request. If the arbitrator requests a copy of the transcript the VA will pay half of the cost of the copy. The vendor will need to bill the union for the other half of the cost of the copy.

(3) If the union requests a copy of the transcript, the union will pay the total cost for the transcript.

(4) The contractor may not provide a copy to any party that has not requested a copy and agreed to pay for their copy in accordance with paragraphs (ac) (1), (ac) (2), or (ac) (3) above.

(x) CONTRACTOR FURNISHED ITEMS AND SERVICES

(1) General: Except those items or services specifically stated to be Government furnished, the Contractor shall furnish everything required to perform services as defined in this contract.

(2) Responsibility: The Government will not be responsible for the Contractor’s personnel supplies, equipment, materials, or belongings (such as repair tools and equipment, diagnostic software, etc.) brought into the buildings or on the grounds to perform services. This includes items such as loss or damage caused by fire, theft, tornado, hurricane, accident, or other disaster.

(y) ROLE OF GOVERNMENT ACTIVITY REPRESENTATIVE FOR INSPECTION, ACCEPTANCE, AND OTHER DUTIES.

(1) Responsibilities: Performs surveillance and inspection of services required under this contract; determines the adequacy of Contractor performance per contract specifications; acts as the Government’s Representative at the work site; insures compliance with contract performance requirements; and advises the CONTRACTING OFFICER of any factors that may cause performance delays.

(2) The GOVERNMENT REPRESENTATIVE cannot authorize deviations from contract requirements and specifications.

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY language FOR Inclusion into CONTRACTS

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

ACCESS to VA INFORMATION AND VA INFORMATION SYSTEMS

1. A contractor/subcontrator shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

VA INFORMATION CUSTODIAL Language

1. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

If VA determines that the contractor has violated any of the information confidentiality, privacy, security, and other provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

SECURITY INCIDENT INVESTIGATION

1. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

LIQUIDATED DAMAGES FOR DATA BREACH

1. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

1. The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

1. Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) date of occurrence;

(b) data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $__37.50__ per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

(4) Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

(6) Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs.

TRAINING

1. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

1. Successfully complete the appropriate VA privacy training and annually complete required privacy training (See below training); and

1. Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access

The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

B.3 PRICE SCHEDULE

Base Year

Line Item #0001:

Price for Two and one half (2.5) hour minimum

EA

Line Item #0002:

Price Per hour over Minimum

HR

Line Item # 0003:

Telephonic reporting

HR

Line Item # 0004:

Three (3) to Five (5) Day Turn-around, per page

EA

Line Item # 0005:

Two (2) Day Turn-around, per page

EA

Line Item #0006:

Next Day Turn-around, per page

EA

Line Item #0007:

Same Day Turn-around, per page

EA

Line Item #0008:

Postage

Option Year One (1)

Line Item #0001:

EA

Line Item #0002:

HR

Line Item # 0003:

HR

Line Item # 0004:

EA

Line Item # 0005:

EA

Line Item #0006:

EA

Line Item #0007:

EA

Line Item #0008:

Option Year Two (2)

Line Item #0001:

EA

Line Item #0002:

HR

Line Item # 0003:

HR

Line Item # 0004:

EA

Line Item # 0005:

EA

Line Item #0006:

EA

Line Item #0007:

EA

Line Item #0008:

Option Year Three (3)

Line Item #0001:

EA

Line Item #0002:

HR

Line Item # 0003:

HR

Line Item # 0004:

EA

Line Item # 0005:

EA

Line Item #0006:

EA

Line Item #0007:

EA

Line Item #0008:

Option Year Four (4)

Line Item #0001:

EA

Line Item #0002:

HR

Line Item # 0003:

HR

Line Item # 0004:

EA

Line Item # 0005:

EA

Line Item #0006:

EA

Line Item #0007:

EA

Line Item #0008:

TOTAL ESTIMATED CONTRACT VALUE FOR BASE PLUS ALL OPTIONS IS:

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

The following clauses are…