S02 - 36C25922Q0102.docx

SUBJECT*

American Sign Language Services POP: 03-14-2022 to 03-13-2023

GENERAL INFORMATION

SET-ASIDE

Department of Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

POINT OF CONTACT*

Jared Detton jared.detton@va.gov

PLACE OF PERFORMANCE

VHA - Office of Community Care (OCC)

3773 Cherry Creek Drive North

Denver CO

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

DESCRIPTION

Combined Synopsis/Solicitation for American Sign Language Services

1. This is a combined synopsis/solicitation for commercial items and services prepared in accordance with the format in Subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation will not be issued.

2. Solicitation number 36C25922Q0102 is issued as a request for quote (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2022-01 Effective December 06,2021.

3. This acquisition is a 100% Set-Aside for Service-Disabled Veteran Owned Small Business (SDVOSB). The North American Industry Classification System (NAICS) code for this procurement is 541930 – Translation and Interpretation Services, with a small business size standard of $8 milion.

4. FAR Clauses 52.212-1, 52.212-2, 52.212-4 and 52.212-5 apply to this procurement. For the exact text and wording of clauses and provisions please see FAR Looseleaf | Acquisition.GOV. The Government contemplates an award of an unrestricted Firm Fixed Price (FFP) contract resulting from this solicitation.

5. Description of services: In accordance with the Performance Work Statement (PWS) and price schedule, the Contractor shall provide American sign language interpretation services for VHA Office Of Community Care located at 3773 Cherry Creek Drive North, Denver, CO 80209.

6. Period of Performance (POP): The period of performance shall be from the effective date of award for a one (1) twelve (12) month base-year period and four (4) twelve (12) month option year periods.

7. See Addendum to 52.212-1 Instructions to Offerors on the attached RFQ document for information on what to submit with your offer.

8. See Provision 52.212-2 Evaluation of Quotes on the attached RFQ document for information on how award will be based.

9. Offers are due 01-06-2022 @ 3:00 PM MST. All questions/inquiries must be submitted to the contract specialist via electronic mail (e-mail) not later than 12-31-2021 @ 3:00 PM MST. Inquiries submitted via telephone calls will be re-directed to an e-mail submission.

10. Late submissions shall be treated in accordance with the solicitation provision at FAR 52.212-1(f).

11. Submit offers or any questions to the attention of Jared Detton via email to: jared.detton@va.gov

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

Table of Contents

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Specialist 36C259 Jared Detton / jared.detton@va.gov Department of Veterans Affairs Network Contracting Office 19 6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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.

Electronic Payment Requests Submit Invoice at:

http://www.fsc.va.gov/einvoice.asp

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 03-14-2022 POP End: 03-13-2023

Contract Period: OY1 POP Begin: 03-14-2023 POP End: 03-12-2024

Contract Period: OY2 POP Begin: 03-13-2024 POP End: 03-12-2025

Contract Period: OY3 POP Begin: 03-13-2025 POP End: 03-12-2026

Contract Period: OY4 POP Begin: 03-13-2026 POP End: 03-12-2027

Section B

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B.3 PERFORMANCE WORK STATEMENT

American Sign Language Services

1. General: The Veterans Health Administration (VHA) Office of Community Care (OCC) uses on-site American Sign Language (ASL) interpreting services to facilitate communication at events and meetings such as work-related meetings, training sessions, safety talks, discussions on work related procedures, policies and assignments, human resources actions, conferences, team building events and any other events attended by deaf or hard of hearing VHA OCC employees. The assignments may be performed remotely (i.e., due to Covid-19) or in person at the place of performance locations outlined below in this Performance Work Statement (PWS).

1.1 Description of Assignments: This is a non-personal service to provide ASL Interpreters for our deaf and hard of hearing employees for the VHA OCC locations listed below in the Place of Performance (POP) section. The Government shall not exercise any supervision or control over the contract assignment providers performing the assignments described herein. As employees of the Contractor, such contract assignment providers shall be accountable solely to the Contractor who, in turn shall be responsible to the Government. These services shall be available upon request 365 days a year, 24 hours per day, 7 days per week for the VHA OCC.

2. Place of Performance: The contractor shall provide services at various locations within the country that fall under the VHA Office of Community Care. Below is a listing of the locations where the services are currently needed. The Contractor shall support this effort at locations specified by the Government but not limited to the locations listed.

3773 Cherry Creek Drive North Denver, CO 80209

6900 N. Pecos Road Admin Bldg. 6 Las Vegas, NV 89086

1085 Palms Airport Drive Las Vegas, NV 89119

2200 Commonwealth Blvd. Ann Arbor, MI 48105

2500 Lakemont, Ave.

Orlando, FL 32814

3. Period of Performance: The period of performance shall consist of one base period of 12 months along with four option year periods.

Base: 03-14-2022 to 03-13-2023 OY1 : 03-14-2023 to 03-12-2024

Page 1 of Page 1 of OY2 : 03-13-2024 to 03-12-2025 OY3 : 03-13-2025 to 03-12-2026 OY 4: 03-13-2026 to 03-12-2027

3.1 National Holidays: The 11 holidays observed by the Federal Government are: New Year’s Day Martin Luther King’s Birthday Washington’s Birthday Memorial Day Independence Day Labor Day Juneteenth Columbus Day Veteran’s Day Thanksgiving Christmas

This includes days specifically declared by the President of the Untied States to be a national holiday. For specific days and/or Federal Holidays please refer to the Office of Personnel Management website www.opm.gov.

4. Scope: The contractor shall provide American Sign Language (ASL) interpreting services for Deaf and Hard of Hearing employees on an “as needed” basis for the VHA OCC in accordance with this Performance Work Statement (PWS). The Contractor shall interpret as a team with the staff interpreter or instead of the staff interpreter, where applicable, on an as needed basis.

4.1 Hours of Operation: Normal hours of operation are based on the location and time zone where the event takes place (e.g. the most common hours of operation are 7:30 AM to 4:30 PM) Monday through Friday, except for Federal holidays as well as occasional after- hours work.

5. Requirements and Qualifications: The contractor shall be responsible for performing and abiding by all requirements and qualifications listed below.

a. Interpreters provided by the Contractor shall have a minimum of 5 years’ experience proficiently interpreting for Deaf and/or Hard of Hearing persons. The contractor is responsible for providing this information with the quote they submit, listing all employees they plan to use that meet this requirement.

b. Certifications for all Contractor supplied interpreters must be obtained from a recognized certifying organization. Contractor will ensure all interpreters are certified and must hold at least one or more certifications issued by the National Registry of Interpreters for the Deaf (RID), the National Association of the Deaf (NAD), or Board for Evaluation of Interpreters (BEI) certification. The contractor is responsible for providing the certifications with the quote they submit.

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c. Sign language interpreter(s) supplied by the contractor shall have the ability to accurately interpret in a variety of settings, have the ability to keep pace with communications in conferences, meetings, seminars, training classes, etc., and have the ability to abstract, select and highlight information within context when dealing with complicated concepts, idioms, etc.

d. Sign language interpreter(s) supplied by the contractor shall have the ability to interpret from English to ASL, ASL to English, English to a contact variety, and oral interpreting as needed accurately, truthfully, and faithfully.

e. The Contractors employees shall abide by all state and local laws, current and future, in regard to certification of all interpreters.

f. The Contractor shall provide quality assignments of Nationally Certified sign language interpreter(s) that practice the knowledge of and adherence to the tenets of the National Association of the Deaf (NAD) and National Registry of Interpreters for the Deaf (RID) NAD-RID Code of Professional Conduct. The complete version of the NAD-RID Code of Professional Conduct may be found at the following web address: http://www.rid.org/ethics/code-of-professional-conduct/

g. Sign language interpreter(s) supplied by the Contractor shall be professionally dressed. They shall be well groomed and dressed in an acceptable manner that is appropriate to the situation which usually involves business meetings or platform interpreting.

h. Sign language interpreter(s) supplied by the Contractor shall not discuss personal business; distribute personal business cards or promote personal “causes” while on assignment.

i. The Contractor and all contractor employees shall keep all information obtained while on assignment strictly confidential and shall not be used or disclosed to others after completed assignment(s).

6. Government Responsibilities: The appointed Contracting Officer Representative (i.e., Kathy Timme) is the main point of contact and deciding authority for all sign language assignments. If the COR, is not available then the Alternate COR (i.e., Randy Romero) shall act in the COR’s place.

6.1 Interpreter Assignment Scheduling: Primary means for assignment is an email generated by the COR or Alternate COR to the Contractor; however, telephone coordination is also acceptable. All telephone assignment requests made by the COR or Alternate COR will also be followed by an email from the COR or Alternate COR within 2 hours after the phone call was placed. Additionally, it is the responsibility of the COR and the Contractor to effectively coordinate and communicate together to ultimately schedule and assign the appropriate sign language interpreters.

6.1.1 Date and Time of Assignments: Assignments may be scheduled by the Government for any time or day. Furthermore, all assignments shall begin at the scheduled start time. When possible, all interpreter assignments will be

Page 1 of Page 1 of coordinated a minimum of one (1) business day in advance of the assignment request date and time. In order to allow the Contractor maximum opportunity to fill the assignments, all requested assignments known well in advance will be submitted to the Contractor as soon as the COR or alternate have determined that interpreter services will be required.

6.2 Parking, Building Access: The Government will provide the contractor with proper parking and building access instructions for each location.

6.3 Information and Materials: The COR or representative will research the nature of each request. Then based on the nature the COR will collect and send any supporting documentation (e.g., agenda, speaker’s notes, PowerPoint presentations etc.,) to the Contractor.

7. Mandatory Tasks: The contractor shall follow and abide by all tasks and procedures listed below:

7.1 Contractor Acknowledgement: The Contractor shall respond to the COR’s assignment request for services Monday thru Friday during normal business hours, 7:30AM – 5:00 PM MST, acknowledging receipt of request via email “within 1 hour” after the request was submitted by the COR. A request is considered accepted upon government receipt of contractor’s acknowledgement.

7.2 Transportation, Equipment, Supplies, Etc.: The Contractor is responsible for all transportation, travel, lodging, mileage, parking fees, materials and tools required for their interpreter employees.

7.3 Authorized Contractor Employees for Assignment Requests: The Contractor shall provide a list of their employees who are authorized and designated as the focal points to receive assignment requests for sign language interpretation services from the COR.

7.4 Punctuality of Assignments: The Contractor’s interpreter(s) shall arrive at least 20 minutes before the actual time of the assignment. Tardiness or missed assignments shall not be tolerated except for true emergencies. The Contractor shall notify the COR and representative if this happens. If the interpreter(s) should arrive more than 10 minutes late for an assignment, the on-site Point of Contact (POC) shall determine if services are still required. If it is determined that the service is still needed the government may take a deduction from the agreed upon rate commensurate with the time the interpreter arrives at the service site. However, if it determined that the service is no longer needed, the event will be recorded as a “missed assignment” and the Contractor shall not invoice for any “missed assignments”.

7.5 Confirmation of Assigned Interpreter: Once the Contractor successfully secures and assigns an interpreter, they are required to notify the COR and/or alternate immediately.

Page 1 of Page 1 of This confirmation shall be sent via email which will include the name and current certification card of the sign language interpreter(s) who will be assigned to the request. The time begins for the assignment at the time requested (i.e., the requests are made in local area time without regard to the time zone where the COR or the Contractor are physically located or conduct their own business).

7.6 Two Hour Minimum: There will be a two-hour minimum paid at the agreed upon rate for all completed assignments. If there are multiple assignments that are concurrent to each other and less than a total of two hours, then the two-hour minimum shall not apply for each assignment. If two or more assignments are two hours apart or more than each assignment shall be subject to the two-hour minimum. Interpreters may be asked to interpret more than one event for more than one Deaf/hard of hearing employee within that two-hour block.

When several assignments are scheduled together within the two-hour minimum time frame using the same sign language interpreter(s) there shall be no separate billing of those assignments. If the assignment(s) goes over the two-hour minimum the sign language interpreter(s) shall be paid the hourly rate with the time to be agreed upon with the Contractor and the COR or alternate. The Contractor shall then invoice the Government for the total time worked, including the two-hour minimum initial assignment, and in fifteen- minute increments after the two-hour minimum. If the Sign Language Interpreter leaves the site prior to being released by the COR or the on-site POC, the two-hour minimum shall not apply.

7.7 Reporting and Completion: The Contractor’s sign language interpreters should stay on the assignment(s) for the indicated time. Sign language interpreter(s) shall report to the contact person at each assignment(s) for notification that the assignment is complete and receive permission to leave. This includes all assignment(s) regardless of length.

7.7.1 Early Dismissal: If the contact person dismisses the sign language interpreter(s) prior to the time originally contracted, the contractor, and/or sign language interpreter(s) shall contact the COR or alternate. The Contractor may invoice for the two-hour minimum rate.

7.8 Availability and Access: The Contractor shall have a working knowledge of and daily access to email and telephones and shall be staffed sufficiently during business hours identified in paragraph 4.1 above to assign interpreters, and handle scheduling issues as they arise by telephone or email during the day.

7.9 Facilitating Short-Notice Request: A short-notice request is any request for interpreter services with less than a four (4) hour notice. The Contractor shall always try to accommodate and fill these short-notice requests to the best of their ability which may include but is not limited to using a Video Remote Interpreter (VRI). Additionally, when the Contractor accepts a short notice request they shall ensure the assigned interpreter(s) dispatched arrive(s) on or before the requested time.

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7.9.1 Record of Current Credentials: The Contractor is responsible for ensuring all of their interpreter(s) certification information is up to date and current. Thus, all applicable documents including, but not limited to updated/awarded credentials shall be on file with the Contractor and if needed made available upon request to the Government COR or alternate to become part of the official file. Contractor will ensure all interpreters are certified and must hold at least one or more certifications issued by the National Registry of Interpreters for the Deaf (RID), the National Association of the Deaf (NAD), or Board for Evaluation of Interpreters (BEI) certification.

7.9.2 Constant Sign Language Interpreting: On occasion it may be necessary for the government to submit a request for constant sign language interpreting and processing large quantities of information for two hours or more in length (e.g., workshops, seminars, and training sessions). In the event the government requests and the Contractor provides two sign language interpreters for one assignment that is scheduled for more than the two- hour minimum the Contractor may invoice for the two-hour minimum for each sign language interpreter and in fifteen-minute increments, for the time exceeding two hours, for each sign language interpreter. Most assignments two hours or less in length should require only one interpreter.

7.9.3 Group Sign Language Interpreting: Sometimes it may be necessary for the government to submit a request for a sign language interpreter to be available to work with a small group of employees for longer than two hours. There may be a significant amount of “down time” as there may be times the employees are working independently; however, the interpreter will be needed periodically to interpret employees’ discussion/feedback, checking for understanding, clarifying information, etc. Usually, one interpreter is sufficient in this environment even though the event may exceed two hours in length. The COR/representative will work with the Contractor to determine the number of interpreters required for this type of event.

7.9.4 Assignments Six Hours or Longer: For assignments six (6) hours or longer in length event leader/coordinator will coordinate with the sign language interpreter(s) to schedule break and lunch times. This may include two breaks up to 15 minutes each an one lunch period of 30 minutes for such assignments.

7.9.5 Multiple Interpreters and Multiple Day Assignments: There will also be occasions when two interpreters will be needed for several days for the same event (consecutive or otherwise). The Contractor will work to provide the same two interpreters whenever possible for multiple day assignments for consistency in the interpretation process.

8. Cancellation:

8.1 Government Cancellation of Assignment: On occasion it may be necessary for the government to cancel an assignment request. In the event that a request is cancelled by the government less than 24 hours prior to the agreed upon start time for the accepted request, Page 1 of Page 1 of the Contractor may submit an invoice for the two-hour minimum agreed upon labor charge. However, in the event that a request is cancelled more than 24 hours prior to the agreed upon start time for the accepted request the contractor shall not invoice for service for the affected assignment request.

8.2 Contractor Cancellation of Assignment: In the event the Contractor cancels an assignment for one of their sign language interpreter(s), the Contractor shall assume responsibility for notifying the COR and representative within a 2-hour time frame and provide a substitute interpreter(s) within a 24-hour time frame or 2-hours prior to the start time of the assignment, whichever comes first. If no interpreter(s) are available, the contractor shall inform the COR and representative. At that point, see section 9: Subcontracting.

9. Subcontracting: If a sign language interpreter(s), from the Contractor is not available, the contractor shall notify the COR and representative of the situation. This does not relieve the Contractor of the responsibility of providing the personnel necessary to perform the needed service(s). The Contractor shall subcontract with another sign language interpreter(s), and/or sign language interpreter agency for RID/NAD or BEI certified interpreter(s). The current Contractor shall take care of billing (including travel, mileage, and parking fees) directly with the subcontracting agency; the Federal Government shall not be responsible for third party billing but shall only deal directly with the current Contractor.

10. Acceptance or Rejection of Tasks/Deliverables: If the staff interpreter or deaf employee realizes the Contractor interpreter is uncertified or incapable of interpreting the message accurately, truthfully, and faithfully, the interpreter shall be dismissed as a breach of the terms and conditions of the contract. In such an event, another interpreter will be called at the expense of the Contractor.

11. Key Personnel: Certain skilled experienced professional and/or technical personnel are essential for accomplishing the work to be performed. These individuals are defined as “Key Personnel”. Substitutions shall only be accepted if in compliance with “Substitution of Key Personnel” section 11.1 below.

11.1 Substitution of Key Personnel: The Contractor shall provide the name(s) of assigned interpreters in accordance with PWS section 7.5 Confirmation of Assigned Interpreters, above. If a substitution is required due to the fact the VA Deaf Employee or staff member know the assigned interpreter to be unacceptable, the COR or representative will notify the Contractor immediately so the Contractor can “substitute” a replacement interpreter. If the Contractor has to make a substitution, they shall ensure this substitution is done well in advance of the assignment start date/time, and once again provide the name(s) of the assigned substitution interpreter in accordance with PWS section 7.5 Confirmation of Assigned Interpreters.

12. Quality Control: The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-reoccurrence of deficient services. The Contractor’s quality control program is how the Contractor ensures their

Page 1 of Page 1 of work complies with the requirements of the contract. The Contractor shall be responsible for quality control (QC) for all work accomplished during the performance of this contract. Work and documentation produced by the selected Contractor may be regularly reviewed by the Contracting Officer Representative (COR).

13. Invoicing/Billing: The Contractor shall submit invoices in monthly arrears for services provided the previous month. The Contractor shall ensure the invoice includes date, time, location, event, interpreter assigned, and hours billed for each assignment. The invoice shall also reflect total hours billed, hourly rate, and total amount due. The Contractor shall refer to the contract administration section for further details.

14. Security: The Contractor shall be required to have all of their interpreters check in with the VA security office and call the POC for all situations while entering the VHA OCC complex. POC’s will vary depending on the department requiring interpreting services. Event locations will vary as there are several deaf and hard of hearing employees in different departments, at different locations, in different states. Thus, the Contractor is responsible for paying close attention to the service locations listed above in PWS section 2: Place of Performance. Furthermore, it is solely the Contractors responsibility to ensure they have the capacity, and capability of providing interpreters including but not limited to all locations listed.

15. Performance Standards: The Performance Objectives and Performance Thresholds will be verified by Government personnel IAW the Quality Assurance Surveillance Plan. Each Performance Objective represents a significant task identified in the PWS by the Government at the time of contract award. The Performance Threshold represents the minimum acceptable level of performance. The Performance Objectives and Performance Thresholds represent the most significant tasks of this contract and do not excuse the Contractor from performance of other requirements and responsibilities identified in this PWS.

actual time of the assignment.

COR and/or alternate immediately.

that the assignment is complete and receive permission to leave.

End of Performance Work Statement

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 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) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

[] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (NOV 2021) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2021) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219–14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (SEP 2021) (15 U.S.C. 657f).

[] (22) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2021) (15 U.S.C. 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219–28.

[] (23) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (SEP 2021) (15 U.S.C. 637(m)).

[] (24) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small…