36C26023Q0442.docx

36C26023Q0442

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C26023Q0442

Derek Crockett

(360) 816-2760 06-16-2023 15:00

PDT

36C260 Department of Veterans Affairs

ATTN: V4CONT

Network Contracting Office 20 1601 E. Fourth Plain Blvd Vancouver WA 98661

X

Y 561492 $16.5 Million Net 30 Days

N/A

Multiple Locations See Attachment A

36C260 Department of Veterans Affairs

ATTN: V4CONT

Network Contracting Office 20 1601 E. Fourth Plain Blvd Vancouver WA 98661

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 512-460-5544 512-460-5540

See CONTINUATION Page The Department of Veterans Affairs Network Contracting Office 20 (NCO 20) intends to esatblish one or more Blanket Purchase Agreements (BPA) for the Western States Network Consortium (WSNC) for Court Reporting Services.

All VA facilities within the WSNC will be authorized to order items listed in the price/cost schedule. The WSNC includes VISN 17 thru 22 listed in Attachment A.

Notice of total small business set-aside.

Period of Performance: Five-years at date of award

All Offerors that fail to submit parts I through III, as detailed on page 57 of this solicitation will be considered nonresponsive.

Submit Vendor Questions on or before 06/10/2023 at 15:00 PDT.

Vendor questions and quotes shall be submitted via email ONLY to; Derek Crockett at: Derek.Crockett@va.gov and Kystal Weeks at: Krystal.Weeks@va.gov.

See CONTINUATION Page

To be funded by individual facility task order.

Krystal Weeks

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Department of Veterans Affairs

ATTN: V4CONT

Network Contracting Office 20 1601 E. Fourth Plain Blvd Vancouver WA 98661

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.

B.1 DESCRIPTION OF BLANKET PURCHASE AGREEEMENT (BPA)

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 A are authorized to order any item listed on the Price/Cost Schedule on Attachment B.

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.

Court Reporters may be requested to appear in-person for meetings at larger WSNC facilities or to appear virtually for meetings at any WSNC facility, as determined by the ordering facility. The specifics of in-person or remote attendance of the Court Reporter is left to the ordering facility to specify as desired. The Court Reporter must be able to perform all required tasks to the specified standard and without incurring additional costs to the VA regardless of location.

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.

PRICE/COST SCHEDULE

The Contractor shall provide firm-fixed prices pricing for each orderable item per serviced location on the Price/Cost Schedule (Attachment B).

TERM OF BPA

This BPA is effective after the date signed by the Government and the Contractor. This BPA is established for a period of five years from the date of award. The Government will 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.

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. If a Government Purchase Card (GPC) is used, invoices shall reference the contract number and be sent to the cardholder who placed the order for reconciliation.

ORDERING

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

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, unless TO variation has been otherwise authorized by the BPA.

Any BPA call that may include items for patients where HIPPA laws apply, require that the call include the Business Associate Agreement (BAA). See the Business Associate Agreement (BAA) in this agreement for more information.

PURCHASE LIMITATIONS

Individual TOs may not exceed $100,000 each.

a. In performance of this contract, the BPA holder shall provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the mission but not otherwise available within the VHA

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances will the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

RECORD RETENTION

The contractor shall follow the Records Control Schedule (RCS) 10-1 regarding record retention. https://www.archives.gov/records-mgmt/rcs

BUSINESS ASSOCIATE AGREEMENT (BAA)

The Health Insurance Portability and Accountability Act of 1996 (HIPPA) requires that patient lists, names of patients, and any information concerning patients, are considered privileged information, and shall not be disclosed or revealed in any way for use outside the VA. The Contractor is subject to the same penalties and liabilities for unauthorized disclosures of such information as the VA. Patient confidentiality will be always protected.

Any BPA call that includes items for patients are required to have a BAA at the call level.

As Contractor personnel will potentially have access to any patient information related to their performance of duties under this BPA, Contractor shall make its personnel aware that any such information that they might become aware of during their performance is considered privileged information and shall not be disclosed or revealed in any way outside communications with the COR(s).

Contractor shall sign a Business Associate Agreement as a condition for award of any BPA call that includes or will include patient information.

BASIC INFORMATIONAL REQUIREMENTS

Upon award of a BPA, the contractor shall provide to the ordering CO:

1. Contractor’s regular work hours.

2. Contractor’s telephone number for call-in orders during regular work hours.

3. Contractor’s telephone number and instructions for placing “Emergency” orders after contractor’s regular work hours, including weekends.

4. Contractor’s telephone number for expert advice.

5. The Contractor shall be responsible for assuring that the ordered services and items are available to meet the requirements ordered.

6. The ordering CO must be notified immediately of any schedule delays of services and supplies.

7. Services and supplies will be delivered in accordance with individual Calls.

8. Deliveries and supplies shall comply with the requirements outlined in the Performance Work Statement (PWS).

9. Delivery schedules, arrangements, and packing slip requirements will be provided in the Call or by the ordering CO.

10. Any items and documents found to be in noncompliance with the standards outlined in the Performance Work Statement (PWS) shall be replaced by the Contractor at no cost to the VA.

B.2 PERFORMANCE WORK STATEMENT (PWS)

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.

Court Reporters may be requested to appear in-person for meetings at larger WSNC facilities or to appear virtually for meetings at any WSNC facility, as determined by the ordering facility.

The specifics of in-person or remote attendance of the Court Reporter is left to the ordering facility to specify as desired. The Court Reporter must be able to perform all required tasks to the specified standard and without incurring additional costs to the VA regardless of location.

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 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 may be charged for notary services, administering oath, or affixing seal.

i. Contractor shall have flexibility to accommodate any turn-around timeline for finalized documents 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.

c. Transcripts may be delivered in either hard copy format or digital format, as requested by the ordering facility.

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.

h. Contractor shall have flexibility to accommodate any turn-around timeline for finalized documents requested in the Price/Cost Schedule. Should the ordering facility cancel a previously scheduled appearance with fewer than 24 hours’ notice, the Contractor may request an Appearance Cancellation Fee.

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 noncompliance 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

Court Reporters are covered by the Service Contract Act. This BPA and resulting orders incorporate by reference the terms of the most up to date Department of Labor Wage Determinations for the location where the work is being done. Copies of the most current, geographically relevant Wage Determinations can be found at:

https://sam.gov/search/?index=sca&sort=modifiedDate&page=1&pageSize=25&sfm%5BsimpleSearch%5D%5BkeywordRadio%5D=ALL&sfm%5Bstatus%5D%5Bis_active%5D=true 36C26023Q0442

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in this document. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1)

C.3 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.4 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [ ] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks "have," the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision; and

(D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds the threshold at 9.104–5(a)(2) for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [ ] has not [ ], within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION…