36C26020Q0733 Corrected.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 68

36C26020Q0733

Erik K. Berg 360-852-9851 10-16-2020

12:00 PM

36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102

Vancouver WA 98662

X 100

X

Y

561492

$15 Million

Net 30 Days

X

N/A

X

Multiple Locations

See Attachment B

36C260

Department of Veterans Affairs Network Contracting Office 20

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

512-460-5544 512-460-5540

The Department of Veterans Affairs Network Contracting Office 20 (NCO 20) intends to establish a Blanket Purchase Agreement (BPA) for the Western States Network Consortium (WSNC) for Court Reporting Services Attachment A for the WSNC facilities listed in Attachment B.

See continuation pages

To be funded by individual facility task order.

X X x 1

Erik K. Berg Contracting Officer

A.2 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer: Erik K. Berg Department of Veterans Affairs Network Contracting Office 20

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

[X] 52.232-34, Payment by Electronic Funds Transfer—Other Than System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly in Arrears

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

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

AMENDMENT NO DATE

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

A.2 CONTRACT ADMINISTRATION DATA

SECTION B - CONTINUATION OF SF 1449 BLOCKS

SECTION C - CONTRACT CLAUSES

C.1 52.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (DEVIATION) (FEB 2015) 12

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN

2017)

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2017)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

C.9 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS

HOTLINE POSTER (DEC 1992)

C.10 VAAR 852.211-74 LIQUIDATED DAMAGES (JAN 2008)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2012)

C.12 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.203-98 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS—REPRESENTATION

(DEVIATION) (FEB 2015)

E.2 52.209-5 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID

TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW

(DEVIATION)(MAR 2012)

E.3 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017) 35

ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL

ITEMS (JUN 2008)

E.4 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (JAN 2017)

E.6 52.217-4 EVALUATION OF OPTIONS EXERCISED AT TIME OF CONTRACT

AWARD (JUN 1988)

E.7 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN

CERTAIN ACTIVITIES OR TRANSACTIONS RELATING TO IRAN—

REPRESENTATION AND CERTIFICATIONS (OCT 2015)

E.8 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO

INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007)

E.9 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013) 65

E.10 52.216-1 TYPE OF CONTRACT (APR 1984)

E.11 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.12 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

E.13 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE

RESOLUTION (JAN 2008)

E.14 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)

E.15 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN

2008)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 DESCRIPTION OF AGREEMENT

Under this agreement, the BPA holder shall provide Court Reporter Services for Western States Network Consortium (WSNC) medical facilities, as ordered on individual Task Orders (TO). All WSNC facilities listed in Attachment B are authorized to order any item listed on the Price - Cost Schedule (Attachment A) at the BPA price.

B.2 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is only obligated to the extent of authorized Task Orders issued under this BPA.

B.3 PRICE -COST SCHEDULE

The Contractor shall provide pricing for each orderable item per serviced location on the Price-Cost Schedule spreadsheet (Attachment A).

B.4 TERM OF BPA

This BPA is effective on 10/1/2020 through 9/30/2021.The Government shall conduct an annual review of the established BPA. Upon completion of the annual review, a determination will be made whether or not it is in the best interest of the Government to continue with performance of this BPA.

B.5 AUTHORIZED USERS

WSNC COs and Government Purchase Card holders are the only authorized users to place orders under this BPA. BPA holders shall not accept or perform any purported order that does not contain an order number.

B.6 ORDERING

TOs will be placed against this BPA using official email messages and Electronic Data Interchange (EDI).

B.7 PURCHASE LIMITATIONS

Individual TOs may not exceed $100,000 each.

B.8 PERFORMANCE WORK STATEMENT

1. GENERAL

The Contractor shall provide all personnel, equipment, tools, materials, supplies, vehicles, certifications, supervision, and all other technologies and technical services to provide Court Reporter services for the WSNC facilities. The services required will be used for Administrative Investigations, Disciplinary Appeals Boards, Equal Employment Opportunity (EEO) hearings, Merit Systems Protection Board (MSPB) hearings, Disciplinary Appeals Board hearings, Office of Resolution Management, Regional Counsel Requirements, and any other meetings that require legal documentation.

2. COURT REPORTER QUALIFICATIONS

a. The Contractor shall provide only Court Reporters capable of meeting customary industry technical standards to perform these services.

b. The Contractor must provide competent, efficient Court Reporters who are experienced and have the necessary training and education in Court Reporting with adequate and appropriate equipment in order to produce accurate, timely, appropriately bound and indexed transcribed testimony from witnesses.

c. Court Reporters must have at least one year of experience in court reporting.

d. Court Reporters must hold the certification as a National Court Reports Association (NCRA) Registered Professional Reporter (RPR), or equivalent (i.e., certified by the state of performance, other appropriate licensure, certification, or proof of education). Appropriate credentials must be provided within one week, upon request by a WSNC CO.

e. Court Reporters shall be punctual and present at relevant proceedings, demonstrate a professional demeanor, and provide all the necessary equipment and materials to perform their duties and accomplish the deliverables.

f. Court Reporters shall be proficient in English and shall read portions of the transcript during the proceedings at the request of the board or other presiding body and ask speakers to clarify inaudible statements.

g. Court Reporters who have experience with the Administrative Investigation

Board (AIB) process, Equal Opportunity Hearing, Human Resources Management Merit System Protection Board (MSPB) or arbitration hearings are preferred in the performance of this contract.

h. Court Reporters shall be competent to administer oaths. Depositions shall be transcribed by a duly authorized notary. No separate fee is to be charged for notary services, administering oath, or affixing seal.

i. Contractor shall have flexibility to accommodate any turn-around requested in the Price/Cost Schedule.

3. DELIVERY OF TRANSCRIPTS

a. Timelines for delivery of transcripts shall be specified in individual TOs and priced in accordance with the BPA Price/Cost Schedule.

b. When actual discrepancies in the transcribed testimony and the audio recording are identified and verified by the VA, the Court Reporter shall produce a corrected version at no additional cost to the Government.

4. TRANSCRIPT FORMAT

a. All transcripts shall be typed using black ink on white, good quality paper.

b. As a default, paper shall be 8 ½ by 11 inches with ruled margin of 1.5” at the left side, a ruled margin of 0.5” at the right side, and a ruled margin of 1” at the top and bottom. A number indicating each line of the document upon each page (ie, 1 to 25 inclusive), shall be printed at the left side of the left marginal line of the original and copies of the transcript. Typing shall be 10 letters to the inch, 25 lines to the page (exclusive of pager number), with 2 single spaces between lines. Whenever testimony is continuous (requiring more than 1 line), the typing shall begin as close as possible to the left ruled marginal line. Words shall be properly hyphenated when necessary.

c. The above specifications may be changed in accordance with the terms of individual TOs.

5. RETENTION OF NOTES AND TRANSCRIPTS

a. The Contractor agrees that all recordings, stenographic notes, or their equivalent, taken in connection with the services rendered under this BPA, and typed plate made therefrom, shall be filed and held by the Contractor for a period of one year.

b. The contractor shall be fully responsible for all loss or damage to materials associated with this PWS while in the contractor’s care and custody. The contractor shall keep accurate records of the materials picked up from the government. The listing shall include a list of materials, the status of the assignment and the case number assigned by the Government.

6. CONFLICT OF INTEREST

A conflict of interest is defined as the existence of financial or other relationship between the Contractor, (including any of their employees, agents, subcontractors, or representatives) and a party to or an attorney involved in a hearing to be transcribed under this contract. The Contractor shall promptly notify the presiding official whenever there is a potential or actual conflict of interest between the Contractor and such party or attorney. If a potential or actual conflict of interest is reported by the Contractor, the CO reserves the right to have the transcript of that hearing produced by another court reporter at no cost to the VA. Should a new hearing be required because a conflict of interest exists which the Contractor failed to bring to the attention of the presiding official, the Contractor shall bear the full cost of the new hearing.

7. WORK CONDITIONS

a. Court Reporters provided under this BPA are employees of the Contractor and shall not be considered VA employees. Court Reporters working on VA property shall be subject to the same rules and regulations as all contracted employees.

b. Parking is allowed only in areas not designated for patient use. All traffic laws and parking rules on the grounds are strictly enforced. Failure to follow these laws and regulations may result in a citation being issued that will have to be resolved through the Federal Court system.

c. Prior to reporting to work, the Court Reporter will need to contact the designated point of contact for the ordering facility to arrange an escort to the on-site badging department. VA Staff will issue a temporary ID badge to the contracted employee, who will properly display the badge while working onsite. Upon completion of the assignment, the employee will return the badge.

d. Proceedings may occur over multiple days, and the services of the Court Reporter may be needed for varying lengths of time each day. Proceedings may be required with short notice, and subject to rescheduling, or cancellation.

e. The VA reserves the right to refuse any Court Reporter access to VA property, for any or no reason.

f. The Contractor and its Court Reporters shall not release, publish, or disclose sensitive information to unauthorized personnel, and shall protect such information in accordance with provisions of 18 U.S.C. 641 (Criminal Code:

Public Money, Property or Records) and any other pertinent laws and regulations governing the confidentiality of sensitive information.

g. Work ordered will be conducted during normal business hours. The VA’s normal business hours are 8:00 AM to 4:30 PM (in the appropriate time zone for the facility), Monday through Friday, excluding Federal Holidays. Work may be ordered for outside of normal business hours on individual TOs, with mutual agreement of the Contractor and CO.

8. QUALITY ASSURANCE SURVEILLANCE PLAN

a. The Contractor shall provide the reviews and quality checks necessary to ensure that the reporting, recording, transcripts and photocopying conform to acceptable industry standards. No transcripts shall be forwarded to the government until the Contractor’s internal quality controls confirm full format conformance and freedom from error.

b. The Contractor shall closely monitor its performance in meeting the requirements for timely delivery of hearing transcripts.

c. The Contractor shall advise the CO in advance, by specific case number only

(no names, SSNs or any other personal identification data) when timely delivery cannot be made. An estimated timeline when correction of delivery will be provided.

d. The Government will evaluate the contractor’s performance under this contract using the method of surveillance specified below. All surveillance observations will be recorded by the government. When an observation indicates defective performance, the CO will provide the Contractor with a copy of the record of the observation.

e. Should the Contractor cause the Government to re-hear any case or hearing or other proceeding, the Contractor shall provide the reporting services of that re-hearing at no cost to the Government. In addition, the Contractor shall be liable for all Government expenses, claimant expenses and attorney fees incidental to the re-hearing.

9. BPA Oversight The program manager will periodically review the TOs issued off the BPA to verify compliance with the designated terms. Instances of non-compliance will be noted and referred to the administering CO for consideration in performing the annual BPA review and in writing performance evaluation reports. VA employees ordering off the BPA will also be evaluated for their compliance with BPA terms, and instances of non-compliance will be noted and referred to the relevant supervisor for consideration.

a. The administering CO will perform annual reviews and as required by circumstances.

b. Instances of excellent contractor service will be noted for the same purposes.

10. Task Order Oversight Each ordering location will designate a Contracting Officer's Representative (COR) (subject to CO approval), who will be responsible for verifying contract compliance. CORs will designate appropriate VA personnel to assist in monitoring services rendered through one or a combination of the following mechanisms:

a. Facilities will monitor Contractor performance to ensure that services ordered have been rendered in a timely manner. Any incidents of Contractor noncompliance as evidenced by the monitoring procedures will be forwarded to the ordering CO for action and administering CO for annual performance evaluation consideration.

b. Documentation of services performed will be reviewed prior to certifying payment. The COR will perform periodic spot checks and document findings.

The VA will pay only for services actually provided and in accordance with Attachment A. COR contract monitoring and recordkeeping procedures will be sufficient to ensure proper payment and allow audit verification that services were provided.

c. COR(s) shall provide a written statement annually to the ordering CO, to include a summary of contractor actions and a statement that all requirements of the contract have been fulfilled as agreed. This summary evaluation will be submitted 45 days prior to expiration of contract (and/or prior to election of Option Year renewals, if applicable).

11. Performance Standards

The chart below outlines performance objective, standards, quality levels, and surveillance methods that serve as a basic rubric for Contractor performance evaluation under this BPA. Terms may be tailored on individual TOs. Confirmation of these delinquent performances will be made known to the Contractor immediately upon discovery.

12. PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

13. APPLICABLE WAGE DETERMINATIONS

Performance Objective Standard

Acceptable Quality Level

(AQL)

Surveillance Method

Court Reporter provided for all scheduled hearings

A Court Reporter (per PWS terms) is prompt and present for all scheduled hearings with all necessary recording equipment in working order

Late to no more than one hearing per TO Period of Performance.

Observation or validated user or customer complaints.

Timely Delivery of Transcript Copies

Transcribed copies of reports are delivered as per TO terms

Late no more than once per TO Period of Performance

Observation or validated user or customer complaints.

Error-Free Deliverables

Hearing recordings, transcriptions, and photocopies accurately reflect that which transpired at the hearing. The individual testimonies are appropriately bound, to include an acknowledgement/err ata sheet inserted at the front and a word index behind the testimony

No more than 1% of recordings, transcriptions and photocopies must be returned for correction due to Contractor error. All corrections are made and re-delivered to the COR within five (5) days of notification of the need for correction.

Observation or validated user or customer complaints.

Court Reporters are covered by the Service Contract Act. This BPA and resulting TOs incorporate by reference the terms of the most up to date Department of Labor Wage Determinations for all WSNC facilities. Copies of the most current, geographically relevant Wage Determinations can be found at:

https://beta.sam.gov/search?index=wd&keywords=&is_active=true&sort=-modifiedDate&date_filter_index=0&date_rad_selection=date&wdType=sca&page=1 https://beta.sam.gov/search?index=wd&keywords=&is_active=true&sort=-modifiedDate&date_filter_index=0&date_rad_selection=date&wdType=sca&page=1 https://beta.sam.gov/search?index=wd&keywords=&is_active=true&sort=-modifiedDate&date_filter_index=0&date_rad_selection=date&wdType=sca&page=1

SECTION C - CONTRACT CLAUSES

C.1 52.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS

(DEVIATION) (FEB 2015)

(a) The Contractor shall not require employees or contractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibitions and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

(End of Clause)

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2016)

(a) Definitions. As used in this clause—

Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) database means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

System for Award Management (SAM) means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(c)(1)(i) If a Contractor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in the SAM database;

(B)Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be http://www.sam.gov/ considered to be incorrect information within the meaning of the ‘‘Suspension of Payment’’ paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

(End of Clause)

C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (JAN 2017)

(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.

https://vaww.aams.ecms.va.gov/AAMS_Production/DAV/x-bvyybjyb6q0pvy/www.sam.gov https://www.acquisition.gov/

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2017)

(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 items:

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

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

(4) 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 items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (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.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (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).

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

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved]

[X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[X] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C.