36C25719Q0512-003.docx

36C25719Q0512

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 SI

GN 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. SIGN

ATURE 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

756-19-1-5004-0002 36C25719Q0512 04-03-2019 Charles Brown 972-708-0810 04-17-2019 2:00 pm CDT 36C257 Department of Veterans Affairs

NCO 17

North Texas Healthcare System NCO 17 Network Contracting Activity 4500 S. Lancaster Road Dallas TX 75216 X X 541930 $7.5 Million X N/A X 36C257 Department of Veterans Affairs NCO 17 El Paso VA Healthcare System NCO 17 Network Contracting Activity 4500 S. Lancaster Road Dallas TX 75216 36C257

NCO 17

Department of Veterans Affairs North Texas Veterans Health Care Center 4500 S.

Lancaster Road Dallas TX 75216

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540 See CONTINUATION Page

EL PASO VA HEALTHCARE SYSTEM

LANGUAGE INTERPRETATION SERVICES

SEE SECTUIN D FOR STATEMENT OF WORK

See CONTINUATION Page X X X

ONE

LYNN PETTIT

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C257 Department of Veterans Affairs NCO 17 North Texas Healthcare System NCO 17 Network Contracting Activity 4500 S. Lancaster Road Dallas TX 75216

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

3. INVOICES: Invoices shall be submitted in arrears:

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

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

Statement of Work

1.1 Description of Services/Introduction

El Paso VA Healthcare System (EPVAHCS) has a requirement for over-the-phone translation services. The contractor will provide certified interpreters. Translation services shall be performed over-the-phone.

1.2 Background

This contract is to obligate funds for pay-per-use language interpretation services designed to support patient safety and compliance needs in healthcare to improve access to Federally-conducted and Federally-assisted programs.

1.3 Objectives

1.4 Scope

The contractor shall provide all management, supervision and personnel required to furnish interpretation services as directed by each task order to perform the work described in this Statement of Work.

The period of performance for the contract will be a base period of one year from the date of award, followed by four (4) one-year option periods. Interpretation services will be on an as needed basis for each individual project required under this contract. Changes in the task order price or time to complete the task orders will be made only due to changes made by the Government in the work to be performed, or by delays caused by the Government.

2.1 INTERPRETERS: someone who carries out oral translation from one language to another; usually a foreign language into English.

There are three different modes of interpretation: simultaneous, consecutive, and sight translation. All three modes involve highly complex cognitive activity, since the interpreter must immediately comprehend, analyze, and convert the source message into the target language spoken equivalent.

• Simultaneous interpreting requires the interpreter to convey continuously the full and accurate meaning of what is said in the source language into speech in the target language, lagging just slightly behind the original message. Simultaneous interpretation may take place in settings where no pauses or interruptions are possible and is typically delivered using specialized equipment in a sound-proof booth.

• Consecutive interpretation requires the interpreter to listen, comprehend, translate, and reproduce the original message after the speaker or signer pauses such as in the “question and answer” mode in which the speaker completes his statement and the interpreter begins to interpret after the statement is completed.

• Sight translation requires the interpreter to immediately convey into the spoken target language the meaning of a document written in the source language. It occurs in such settings as medical interviews, witness interrogations, court proceedings, and international meetings

2.2 Interpretation Skill Levels

• Level 5 (Master Professional Performance): Able to excel consistently at interpreting in the mode (simultaneous, consecutive, and sight) required by the setting and provide accurate renditions of informal, formal, and highly formal discourse. Conveys the meaning of the speaker faithfully and accurately, including all details and nuances, reflecting the style, register, and cultural context of the source language, without omissions, additions or embellishments. Demonstrates superior command of the skills required for interpretation, including mastery of both working languages and their cultural context, and wide-ranging expertise in specialized fields. Outstanding delivery, with pleasant voice quality and without hesitations, unnecessary repetitions, and corrections. Exemplifies the highest standards of professional conduct and ethics.

• Level 4+ (Advanced Professional Performance Plus): Able to interpret in the mode (simultaneous, consecutive, and sight) required by the setting and provide accurate renditions of informal, formal, and most highly formal discourse. Conveys the meaning of the speaker faithfully and accurately, including virtually all details and nuances, reflecting the style, register, and cultural context of the source language, without omissions, additions or embellishments. Demonstrates mastery of the skills required for interpretation, including command of both working languages and their cultural context, expertise in a number of specialized fields, and ability to prepare other specialized topics rapidly and routinely. Excellent delivery, with pleasant voice quality and rare hesitations, repetitions or corrections. Performance reflects the highest standards of professional conduct and ethics.

• Level 4 (Advanced Professional Performance): Able to interpret in the mode (simultaneous, consecutive, and sight) required by the setting and provide almost completely accurate renditions of complex, colloquial, and idiomatic speech as well as formal and some highly formal discourse. Conveys the meaning of the speaker faithfully, including most if not all details and nuances, reflecting the style, register, and cultural context of the source language, without omissions, additions or embellishments. Demonstrates mastery of the skills required for interpretation, including command of both working languages and their cultural context, expertise in some specialized fields, and ability to prepare new specialized topics rapidly and routinely. Very good delivery, with pleasant voice quality and only occasional hesitations, repetitions or corrections. Performance reflects the highest standards of professional conduct and ethics.

• Level 3+ (Professional Performance Plus): Able to interpret accurately and consistently in the mode (simultaneous, consecutive, and sight) required by the setting and provide generally accurate renditions of complex, colloquial and formal speech, conveying most details and nuances. Expression will generally reflect target language conventions. Demonstrates competence in the skills required for interpretation, including command of both working languages, their cultural context, and terminology in those specialized fields in which the interpreter has developed expertise. Good delivery, with pleasant voice quality, and few hesitations, repetitions, or corrections. Performance reflects high standards of professional conduct and ethics.

2.3 Security Requirements

Reasonable expectation of privacy may require a Non-Disclosure agreement signed between the contractor (employee) and the COR.

2.4 Period of Performance:

The period of performance shall be for one Base Year of 12 months and four (4) option years. The Period of Performance reads as follows:

Option Year IV: May 1, 2023 to April 31, 2024

2.7 Litigation

Contractor shall be responsible for all litigation, including the cost of litigation, brought against it, its employees or agents for alleged acts or omissions. The CO shall be notified in writing of all litigation pertaining to this contract and provided copies of any pleadings filed or said litigation within five working days of the filing. The Contractor shall cooperate with Government legal staff and/or the United States Attorney regarding any requests pertaining to federal or Contractor litigation.

2.8 Quality Control

The contractor shall develop a Quality Control Plan (QC Plan) for the term of the contract that establishes and maintains well-documented quality control procedures that ensure the production and deliverance of acceptable performance in accordance with this SOW. The QC Plan shall assure adequate quality control throughout all areas of performance and shall be implemented to validate reliability and effective performance. The contractor shall be solely responsible for controlling quality work, and providing objective evidence that such control does, in fact, exist. It shall be the responsibility of the contractor to enforce all Quality Control Plan requirements for all subcontractor(s).

At a minimum, the contractor’s Quality Control Plan shall include:

a. A method to identify, and procedures to correct any deficiencies in services that may occur.

b. A file that documents all inspections, and other quality and internal control actions, including the purpose of the inspection, the results, and any corrective action taken. Upon request, this file shall be made available to the Government during the period of performance.

c. Description of the procedures used to ensure that transcripts and translations shall be accurate versions of the original documents, or copied tapes, without omissions, translation or typographical errors. All versions shall contain correct spellings of all personnel, organizations, places, common names and numerical information. The contractor is responsible for the inspection of all contractor prepared materials prior to delivery to the Government.

d. Description of how contractor personnel assigned to the QC function shall ensure that summaries are accurate and do not include any subjective interpretation. In the case that errors are found, the reviewer shall coordinate with the COR and provide documentation of the errors in writing, correct the documents and submit to the COR for resolution.

2.9 Plan Submission and Review

The Government reserves the right to review the quality controls established, and to evaluate its effective use in the performance of the requirements under the contract. The QC plan shall be updated every twelve months by the contractor and submitted to the COR for review and approval. The QC Plan is due within seven calendar days of contract award.

2.10 Quality Assurance Surveillance Plan (QASP)

A Quality Assurance Surveillance Plan (QASP) pursuant to the requirements of this SOW shall be devised.

1. The purpose of the QASP is to:

a. Define the roles and responsibilities of participating Government officials.

b. Describe the evaluation methods that will be employed by the Government in assessing the Contractor’s performance.

c. Describe the process of performance documentation.

2. Roles and Responsibilities of Participating Government Officials

a. The COR will be responsible for monitoring, assessing, recording, and reporting on the technical performance of the Contractor on a day-to-day basis. The COR will have primary responsibility for completing “Quality Assurance Surveillance Forms” to document their inspection and evaluation of the Contractor’s work performance.

b. The Contracting Officer (CO) or designee has overall responsibility for evaluating the Contractor’s performance in areas of contract compliance, contract administration, and cost and property control. The CO shall review the COR’s evaluation of the Contractor’s performance and invoices.

3. Performance Evaluation Meetings The Contractor’s representatives shall meet with the COR on a monthly basis or as deemed necessary by either party. These meetings will provide a management level review and assessment of Contractor performance, and a discussion and resolution of problems.

2.11 Work Schedule

The contractor shall provide support as needed for each order. The regularly assigned hours of duty will be established by the COR and will normally consist of a up to a 12-hour workday, Monday through Friday and may include work on weekends and Federal holidays, except when the Government facility is closed. The contractor must at all times maintain an adequate work force for the uninterrupted performance of all tasks defined within this statement of work; therefore, the contractor shall keep in mind that the stability and continuity of the work force are essential. Lunch breaks or other routine breaks during the day are not included in the workday. Contract employees wishing to take a lunch break or other breaks during the day will not log those periods as time worked. Based on the needs of the Medical Center, contractor employees may be required to work shifts. Shift work must be justified and approved in writing by the Medical Center COR. Shift work will be paid at the regular rates. Overtime or hours in excess of 40 hours per week may be required to support the mission and be approved by facility.

2.12 Post Award Conference

The contractor shall attend any post award conference convened by the contracting activity or contract administration office.

2.13 Languages

The contractor shall provide Linguist(s) fluent in languages ordered. All Linguists shall be fluent in English. Under the contract, the government shall require, at a minimum, Linguist(s) be fluent in languages in the chart below.

Language Arabic - Classic Arabic - Iraq Arabic - Libyan Arabic - Modern Arabic - Saudi Arabic - Yemeni Bengali Chinese Farsi French German Korean Kurdish Pashtu - Afghan Pashtu - Peshawari Persian Spanish Tadjik Urdu Russian Vietnamese

2.18 Language Proficiency

Language proficiency testing in the source language(s) and English is required for all levels of linguists in the four basic communications skills (listening, reading, writing, and speaking). Evidence of language proficiency testing with acceptable results is required for all linguists prior to assignment. Testing shall have occurred no more than five years ago. In-house testing by companies that provide linguistics services will not be accepted. The Medical Center will not reimburse fees charged for language proficiency testing and/or costs associated with state certification; e.g., training and travel.

2.19 The minimum acceptable language proficiency shall result from one of the following sources:

• By the U.S. Government: Members of the Interagency Language Roundtable (Department of State/Foreign Service Institute; Department of Defense/Defense Language Institute; Department of Justice/Federal Bureau of Investigation; Peace Corps; United Nations). A proficiency rating of 3 or above in speaking, listening, reading, writing, and congruity judgment in the source language and a proficiency rating of 3 or above in speaking, listening, reading, writing, and congruity judgment in English is required.

• By the State Courts: Several states have a certification program for court interpreters, while some states have a Registry of Tested Interpreters based on Qualifications Examinations. Persons who pass the Qualifications Examination are eligible to be included in the Registry of Tested Interpreters. Certification or inclusion on the Registry of Tested Interpreters by any of the following members of the Consortium for State Court Interpreter Certification is acceptable proof of language proficiency: (1) Arkansas; (2) California; (3) Colorado; (4) Delaware; (5) Florida; (6) Georgia; (7) Hawaii; (8) Idaho; (9) Illinois; (10) Maryland; (11) Massachusetts; (12) Michigan; (13) Minnesota; (14) Missouri; (15) Nebraska; (16) New Jersey; (17) New Mexico; (18) North Carolina; (19) Oregon; (20) Utah; (21) Virginia; (22) Washington; and (23) Wisconsin. The languages that are certified or tested will vary depending on each state’s requirements. Certification as a Court Interpreter by the Administrative Office of the U.S. Courts or by the State Courts is acceptable but is not required unless a Certified Court Interpreter(s) is the subject of a Call. Any Certified Court Interpreters that are assigned to other linguistic duties under the contracts shall be paid at the rate for the labor category to which assigned.

ALTA Language Services (ALTA) American Translators Association (ATA) American Counsel of Teachers of Foreign Languages (ACTFL) Bay Area Court Interpreters California Court Interpreters Association California Federation of Interpreters, Inc.

Central Intelligence Agency (CIA) Defense Language Proficiency Test (DLPT) Defense Language Institute (DLI) Educational Testing Services (ETS) Foreign Service Institute (FSI) National Association of Judiciary Interpreters & Translators Northern California Translators Association Peace Corps Southern California Translators Association Translators and Interpreters Guild

ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

Purpose: The primary purpose of this clause is to aid in ensuring that:

The Contractor’s objectivity and judgment are not biased because of its present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to any work issued pursuant to this agreement;

The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public Government information regarding the Government’s program plans and actual or anticipated resources; and Scope: The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “Contractor”) in the activities covered by this clause as prime contractor, subcontractor, co-sponsor, joint venture, consultant, or in any similar capacity. The term “proprietary information” for the purposes of this clause is any information considered to be so valuable by its owner that it is held in secret by them and their licensees. Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not considered proprietary.

Subcontracts: The Contractor shall include this or substantially the same clause, including this paragraph, in consulting agreements and subcontracts of all tiers. The terms “Contract,” “Contractor,” and “Contracting Officer,” will be appropriately modified to preserve the Government’s rights.

Disclosures: If the Contractor discovers an organizational conflict of interest or potential conflict of interest after award, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall be made on the OCI Analysis/ Disclosure Form provided as an Attachment to this agreement, and shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflicts.

Contractor shall ensure employees agree to use appropriate disclaimers clearly stating the employees’ opinions do not necessarily reflect the position of the United States Government in any public presentations they make or articles they write that relate to any aspect of contract performance.

Remedies and Waiver:

(1) For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or the contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the Contracting Officer may terminate this contract for the convenience of the Government if such termination is deemed to be in the best interest of the Government.

(2) The COR is not authorized to re-delegate his/her authority.

(3) The COR is not authorized to initiate acquisition actions by use of imprest funds or blanket purchase agreements, nor to issue purchase orders, place calls or delivery orders under basic agreements, basic ordering agreements or indefinite-delivery contracts.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

LANGUAGE INTERPRETER SERVICES

Contract Period: Base POP Begin: 05-01-2019 POP End: 04-30-2020

OVER PHONE INTERVIEW

LANGUAGE INTERPRETER SERVICES

Contract Period: Option 1 POP Begin: 05-01-2020 POP End: 04-30-2021

LANGUAGE INTERPRETER SERVICES

Contract Period: Option 2 POP Begin: 05-01-2021 POP End: 04-30-2022

LANGUAGE INTERPRETER SERVICES

Contract Period: Option 3 POP Begin: 05-01-2022 POP End: 04-30-2023

LANGUAGE INTERPRETER SERVICES

Contract Period: Option 4 POP Begin: 05-01-2023 POP End: 04-30-2024

LANGUAGE INTERPRETER SERVICES

Contract Period: Option 5 POP Begin: 05-01-2024 POP End: 10-31-2024

B.3 DELIVERY SCHEDULE

3,628.80

3,628.80

3,628.80

3,628.80

3,628.80

1,814.40

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from APRIL 1, 2019 through MARCH 31, 2024.

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $20.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 12 hours;

(2) Any order for a combination of items in excess of 24 hours; or

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

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within one (1) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

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

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after March 31, 2024.

(End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause) “Evaluations of Options (July 1990) Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. This includes options under FAR 52.217-8, Option to Extend Services, which applies to this solicitation. Evaluation of options under FAR 52.217-8 will be accomplished by using the prices offered for the last option period to determine the price for a 6-month option period, which will be added to the base and other option years to arrive at the total price. Evaluation of options will not obligate the Government to exercise the option(s).”

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of contract expiration; 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.7 52.219-13 NOTICE OF SET-ASIDE OF ORDERS (NOV 2011)

The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3).

(End of Clause)

C.8 52.224-3 PRIVACY TRAINING (JAN 2017)

(a) Definition. As used in this clause, personally identifiable information means information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other information that is linked or linkable to a specific individual. (See Office of Management and Budget (OMB) Circular A-130, Managing Federal Information as a Strategic Resource).

(b) The Contractor shall ensure that initial privacy training, and annual privacy training thereafter, is completed by contractor employees who—

(1) Have access to a system of records;

(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information on behalf of an agency; or

(3) Design, develop, maintain, or operate a system of records (see also FAR subpart 24.1 and 39.105).

(c)(1) Privacy training shall address the key elements necessary for ensuring the safeguarding of personally identifiable information or a system of records.