HHSI245201500001I_Blood_Systems _Inc..pdf

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

1 BASE YEAR: 01 October 2014 through 30 September

2 First Year Option: 01 October 2015 through 30 0.00

September 2016

Amount: $520,611.39(Option Line Item)

10/01/2015

3 Second Year Option: 01 October 2016 through 30 0.00

September 2017

Amount: $520,611.39(Option Line Item)

10/01/2016

4 Third Year Option: 01 October 2017 through 30 0.00

September 2018

Amount: $520,611.39(Option Line Item)

10/01/2017

5 Fourth Year Option: 01 October 2018 through 30 0.00

September 2019

Amount: $534,429.66(Option Line Item)

10/01/2018

The total amount of award: $2,616,875.22. The obligation for this award is shown in box 26.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

29 2 of

HHSI245201500001I Blood Systems, Inc.

Blood Supply Services

Navajo Area Indian Health Services (NAIHS) Wide

SECTION B – CONTINUATION BLOCK

B – 1 INTRODUCTION AND BACKGROUND

The Indian Health Service (IHS), an agency within the Department of Health and Human Services, is responsible for providing federal health services to American Indians and Alaska Natives. The provision of health services to members of federally-recognized tribes grew out of the special government-to-government relationship between the federal government and Indian tribes. This relationship, established in 1787, is based on Article I, Section 8 of the Constitution, and has been given form and substance by numerous treaties, laws, Supreme Court decisions, and Executive Orders. The IHS is the principle federal health care provider and health advocate for Indian people and its goal is to raise their health status to the highest possible level. The IHS provides a comprehensive health service delivery system for approximately 1.9 million American Indians and Alaska Natives who belong to 564 federally recognized tribes in 35 states.

Navajo Area Indian Health Service (NAIHS) administers health centers and hospitals providing health care to approximately 300,048 members of the Navajo Nation according to 2010 Census Count. The Navajo Nation is the largest Indian tribe in the United States and has the largest reservation, which encompasses more than 25,516 square miles in northern Arizona, western New Mexico, and southern Utah, with three satellite communities in central New Mexico. The NAIHS is the primary provider of inpatient, ambulatory care, preventive and community health, and environmental health services for members of the Navajo Nation and the San Juan Southern Paiute Tribe.

For the past 30 years, the Navajo Area Indian Health Services (NAIHS) has had a need for services to procure Blood Supply Products and Testing Services. The products obtained are utilized in transfusion services located throughout the Navajo Area to treat bleeding disorders or, as prophylaxis for surgical or obstetrical events.

Service units that utilize these products and services are typically remote from metropolitan areas and, sometimes lack the technical resources to perform all of the requisite testing required by law. Consequently, the selected vendor is often relied on to perform this testing and, to supply adequate blood stock in a timely manner.

B – 2 PURPOSE OF CONTRACT

The sole purpose of this contract is to furnish human blood supply and blood bi-products, as well as, to provide blood testing services to the Indian Health Service, Navajo Area Indian Health Services (NAIHS) to meet direct patient care.

B – 3 FEE SCHEDULE

BASE YEAR: October 1, 2014 to September 30, 2014:

State of Arizona NAIHS Service Units:

CHINLE COMPREHENSIVE HEALTHCARE FACILITY: CHINLE, ARIZONA

Leuko Reduced RBC 278 units $248.00 / unit $68,944.00

FFP 55 units $82.00 / unit $4,510.00

Leuko Reduced PLT Pheresis 4 units $654.00 / unit $2,616.00

Antigen Typing 27 tests $134.00 / test $3,618.00

Navajo Area Indian Health Services (NAIHS) Wide

KAYENTA HEALTHCARE CENTER: KAYENTA, ARIZONA

Leuko Reduced RBC 28 units $248.00 / unit $6,944.00

Unit Type Confirmation Test 28 units $68.00 / unit $1,904.00

Crossmatching 28 tests $125.00 / test $3,500.00

State of New Mexico NAIHS Service Units:

CROWNPOINT HEALTHCARE FACILITY: CROWNPOINT, NEW MEXICO

Leuko Reduced RBC 48 units $248.00 / unit $11,904.00

FFP 10 units $82.00 / unit $820.00

Antigen Typing 5 tests $134.00 / test $670.00

GALLUP INDIAN MEDICAL CENTER: GALLUP, NEW MEXICO

Leuko Reduced RBC 814 units $248.00 / unit $201,872.00

FFP 489 units $82.00 / unit $40,098.00

Leuko Reduced PLT Pheresis 87 units $654.00 / unit $56,898.00

Pooled Cryoprecipitate 21 units $560.00 / unit $11,760.00

Antigen Typing 11 tests $134.00 / test $1,474.00

Antibody Identification 2 tests $134.00 / test $268.00

NORTHERN NAVAJO MEDICAL CENTER: SHIPROCK, NEW MEXICO

Leuko Reduced RBC 366 units $248.00 / unit $90,768.00

FFP 93 units $82.00 / unit $7,626.00

Leuko Reduced PLT Pheresis 3 units $654.00 / unit $1,962.00

Antigen Typing 6 tests $134.00 / test $804.00

Navajo Area Indian Health Services (NAIHS) Wide

OPTION YEAR ONE: October 1, 2015 to September 30, 2016:

FFP 55 units $82.00 / unit $4,510.00

KAYENTA HEALTHCARE CENTER: KAYENTA, ARIZONA

Leuko Reduced RBC 28 units $248.00 / unit $6,944.00

Leuko Reduced RBC 48 units $248.00 / unit $11,904.00

FFP 489 units $82.00 / unit $40,098.00

Leuko Reduced PLT Pheresis 87 units $654.00 / unit $56,898.00

Pooled Cryoprecipitate 21 units $560.00 / unit $11,760.00

FFP 93 units $82.00 / unit $7,626.00

Leuko Reduced PLT Pheresis 3 units $654.00 / unit $1,962.00

OPTION YEAR TWO: October 1, 2016 to September 30, 2017:

FFP 55 units $82.00 / unit $4,510.00

Leuko Reduced RBC 48 units $248.00 / unit $11,904.00

FFP 489 units $82.00 / unit $40,098.00

Leuko Reduced PLT Pheresis 87 units $654.00 / unit $56,898.00

Pooled Cryoprecipitate 21 units $560.00 / unit $18,060.00

FFP 93 units $82.00 / unit $7,626.00

Leuko Reduced PLT Pheresis 3 units $654.00 / unit $1,962.00

OPTION YEAR THREE: October 1, 2017 to September 30, 2014:

FFP 55 units $82.00 / unit $4,510.00

Navajo Area Indian Health Services (NAIHS) Wide

Leuko Reduced RBC 48 units $248.00 / unit $11,904.00

FFP 489 units $82.00 / unit $40,098.00

Leuko Reduced PLT Pheresis 87 units $654.00 / unit $56,898.00

Pooled Cryoprecipitate 21 units $560.00 / unit $11,760.00

FFP 93 units $82.00 / unit $7,626.00

Leuko Reduced PLT Pheresis 3 units $654.00 / unit $1,962.00

OPTION YEAR FOUR: October 1, 2018 to September 30, 2019:

Leuko Reduced RBC 278 units $255.44 / unit $71,012.32

Navajo Area Indian Health Services (NAIHS) Wide

FFP 55 units $84.46 / unit $4,645.30

Leuko Reduced PLT Pheresis 4 units $673.62 / unit $2,694.48

Leuko Reduced RBC 28 units $255.44 / unit $7,152.32

Leuko Reduced RBC 48 units $255.44 / unit $12,261.12

FFP 10 units $84.46 / unit $844.60

Leuko Reduced RBC 814 units $255.44 / unit $207,928.16

FFP 489 units $84.46 / unit $41,300.94

Leuko Reduced PLT Pheresis 87 units $673.62 / unit $58,604.94

Pooled Cryoprecipitate 21 units $576.80 / unit $12,112.80

Leuko Reduced RBC 366 units $255.44 / unit $93,491.04

FFP 93 units $84.46 / unit $7,854.78

Leuko Reduced PLT Pheresis 3 units $673.62 / unit $2,020.86

Navajo Area Indian Health Services (NAIHS) Wide

B – 4 DEFINITIONS

1. Acceptance: An authorized representative of the Government has inspected and agreed that the work meets all requirements of this contract, to include documentation requirements.

2. Contracting Officer (CO): Individual at the IHS authorized and warranted to issue contracts and to make subsequent modification(s). The CO has the authority to make determinations on all matters of dispute regarding this contract.

3. Contractor: The individual/company awarded this contract.

4. Contracting Officer Representative (COR): A federal employee who assists the ordering/issuing activity and the contracting officer in the administration of task orders issued under this contract. The PO is primarily responsible for the day-to-day program management of the ordering activity’s task or delivery orders.

5. Federal Acquisition Regulation (FAR): The FAR is the primary regulation for use by all Federal Executive agencies in their acquisition of supplies and services with appropriated funds.

6. Ordering Activity: An authorized user of IHS that may issue a task or delivery order to obtain required services under this contract.

7. Point of Contact (POC): an employee designated (by the Contracting Officer) to be the primary contact at a facility for the Contractor and Contracting Officer Representative. The Point of Contact is authorized to contact the Contractor regarding facility requirements serviced by this contract.

8. Service Unit: The local administrative unit of the Indian Health Services (IHS)

9. Delivery/Task Order: An order issued in accordance with the terms of the contract and ordering activity’s specific requirements. An ordering activities written order to obtain services, at a minimum will include the following where applicable: description of services, skill categories, hours, price, period of performance, contract number, and the ordering activities task or delivery order number.

B – 5 STATEMENT OF WORK

1. Introduction/Background. Acquisition is for blood, blood bi-products and, esoteric compatibility testing to support direct patient care in treating blood disorders or, as prophylaxis for surgical or obstetrical events.

2. References.

a. American Association of Blood Banks, 8101 Glenbrook Road, Bethesda, MD 20814-2749.

http://www.aabb.org/sa/standards/Pages/bbts.aspx

b. U.S. Food and Drug Administration, 10903 New Hampshire Avenue, Silver Spring, MD 20993.

http://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfcfr/CFRSearch.cfm?CFRPart=640&showFR=1 http://www.aabb.org/sa/standards/Pages/bbts.aspx

Navajo Area Indian Health Services (NAIHS) Wide

3. Scope and Requirements:

(a) Contractor shall supply blood and blood bi-products for transfusion and associated testing supplies and, testing services to the Gallup, Chinle, Shiprock, Kayenta, and Crownpoint Service Units of the Navajo Area Indian Health Service.

(b) Services to be available on a 24/7 basis. Most items to be supplied through routine shipments.

However, emergent situations will require the vendor to make available product after-hours and on weekends. The Contractor shall be responsible for transportation logistics and costs related to blood and blood bi-product shipments. Navajo Area Service Units will be responsible for transportation and costs relative to specimens transported to the vendor’s reference laboratory via use of Federal Express or other transport vendors. Contractor shall provide requisitions, transport and shipping containers to the respective service unit transfusion services for the term of this acquisition.

(c) Contractor shall perform screening on all blood donors relative to their health, lifestyle and disease transmission risk factors. The contractor must maintain permanent files on all blood donors with complete results of screening and testing.

(d) Contractor must complete a health assessment on all blood donors that includes a questionnaire on past and present illnesses, and that assessment must satisfy minimum physiologic criteria. In addition, the contractor’s questionnaire process must attempt to identify serologically undetectable risk factors for transmissible infectious agents [ex. Viruses, bacteria, parasites and variant disease agents such as Creutzfeldt-Jakob disease], as well as other risk factors associated with lifestyle, use of narcotics, travel abroad and immigration.

(e) Contractor shall perform the following tests on all blood donated:

• ABO Typing

• Rh Factor Determination

• Blood Group Antibodies (unexpected)

• Hepatitis B Surface Antigen

• Antibody to Hepatitis B Core

• Antibody to Hepatitis C Virus

• Antibody to HTLV 1 and 2

• Antibody to HIV 1 and 2

• Serologic Test for Syphilis

• Any other test screen for transmissible disease mandated by the Food & Drug Administration as applicable to the respective blood product.

(f) Contractor shall maintain in quarantine all blood and blood bi-products that test positive for infectious agents AND, shall promptly notify the applicable Service Unit transfusion service, or applicable patient provider, of all such testing in event shipments are received prior to test completion AND, shall offer no-cost return of all products potentially infected with all screened for infectious agents.

(g) Contractor shall ship supplies and product prepaid the most economical way.

(h) Contractor shall be responsible for providing an itemized monthly invoice for all products and supplies and for the testing rendered.

(i) Contractor shall continue to provide state-of-the art technology necessary to perform the required testing.

(j) Contractor shall supply necessary transport materials, supplies and containers sufficient to comply with National, State and Local regulations that effect transport of potentially bio-hazardous materials.

(k) Contracted Laboratory shall maintain registration with the U.S. Food & Drug Administration throughout the term of the contract. This registration will be sufficient to permit pre-analytic, analytic and post-analytic test processes necessary to report and apply interpretation of testing results, as well as bill for same.

(l) Contractor shall be required to offer cost-free return privileges for packed red blood cells that are in date i.e., are not expired.

4. Deliverables: Individual facilities in the Navajo Area will arrange for routine and emergent stock supply deliveries of blood and blood products. Deliveries to be made to the respective facilities located as follows:

1) Chinle Comprehensive Health Care Facility, P.O. Box "PH", Chinle, AZ 86503, Phone:

928-674-7001, FAX: 928-674-7372

2) Crownpoint Comprehensive Healthcare Facility, P.O. Box 358, Hwy Junction 57, Rt9, Crownpoint, NM 87313, Phone: 505-786-5291, FAX: 505-786-5840

3) Gallup Indian Medical Center, 516 E. Nizhoni Blvd., Gallup, NM 87301, Phone: 505-722- 1000, Administration FAX: 505-722-1397

4) The Northern Navajo Medical Center, PO Box 160 Shiprock, NM 87420, Phone: 505- 368-6001, Fax: 505-368-6260

5) Kayenta Health Center, P.O. Box 368, Kayenta, AZ 86033, Phone: 928-697-4000, Fax:

928-697-4145

(a) Unused blood and blood products will be rotated out prior to expiration. Facilities will make arrangements with the vendor for these shipments. All deliverables in these instances must be accompanied by an itemized packing slip. Products used by the healthcare facility(s) or, that expire while in the custody of the facility(s) will be billed to the respective facility. Returned products will be credited to the facility’s account. Contractor shall submit an itemized invoice for all billed deliverables for payment to be received. Shipping and packaging of blood and blood products to be done in conformance with established law and regulations. Specifically, compliance with the transport of blood and blood product regulations of the U.S. Food and Drug Administration and, the U.S. Department of Transportation are mandated. Supplies should be conveyed by an agent that utilizes a shipment tracking system. Shipping charges for routine shipments are to be borne by the vendor.

B – 6 QUALIFICATION REQUIREMENTS: The Contractor shall meet the following requirements throughout the term of the contract:

a. Maintain registration with the Food and Drug Administration.

B – 7 APPLICABLE DOCUMENTS

a. American Association of Blood Banks: Standards for Blood Banks and Transfusion Services:

http://www.aabb.org/sa/standards/Pages/bbts.aspx

b. Food and Drug Administration: CFR – Code of Federal Regulations Title 21:

http://www.aabb.org/sa/standards/Pages/bbts.aspx

Navajo Area Indian Health Services (NAIHS) Wide

B – 8 CUSTOMER SERVICE ASSISTANCE: Provide contacts for NAIHS and referring facilities for assistance for clinical, technical, and business related issues as follows.

a. Contractor shall provide a point of contact to assist NAIHS and referring facilities staff with business questions during regular business hours Monday through Friday, 0800 – 1700, Mountain Time.

Name: Gary Haman Phone: (505) 246-1425

Email: ghaman@bloodsystems.org Fax: (505) 247-8835

B – 9 PERIOD OF PERFORMANCE

a. Performance of this contract shall begin on Date of Award to September 30, 2015, unless the period is changed by written modification of the contract. This contract will be effective for one (1) base contract year and four (4) one (1) year option periods.

b. If the Government exercises its option pursuant to 52.217-9: Option to Extend the term of the Contract, the period of performance will be extended in accordance with the following schedule:

YEAR OPTION PERIOD

FIRST YEAR OPTION October 1, 2015 through September 30, 2016 SECOND YEAR OPTION October 1, 2016 through September 30, 2017 THIRD YEAR OPTION October 1, 2017 through September 30, 2018 FOURTH YEAR OPTION October 1, 2018 through September 30, 2019

B – 10 CONTRACTING OFFICER REPRESPONSIBILITIES: Authority to negotiate changes in terms, conditions, or amounts cited in this contract are reserved to the Contracting Officer.

B – 11 CONTRACTING OFFICER REPRESENTATIVE (COR): The Contracting Officer will designate in writing a COR who shall be responsible for:

1. Monitoring the Contractor’s technical progress to include the surveillance and assessment of performance;

2. Interpreting the Statement of Work;

3. Technical inspections and acceptances required by this contract; and

4. Assisting the Contractor in resolution of technical problems encountered during performance of this contract.

Navajo Area Indian Health Services (NAIHS) Wide

B – 12 INDIVIDUAL DELIVERY/TASK ORDERS

a. Individual delivery orders by each medical facility under this contract will be issued in accordance with the Schedule of Prices utilizing Optional Form (OF-347), which will set the scope of services and costs.

b. Individual (s) authorized to sign and place delivery/task orders against this contract are as follows:

Division of Acquisition Management Priscilla Duncan, CS NAIHS-Window Rock, AZ 86515 Maxine Dineyazhe, CS Telephone No.: (928) 871-5863 Margaret Shirley, CS Loren Mike, CS Thomasina Willie, BS

Chinle Comprehensive Healthcare Facility Tanya M. Johnson, CS

Chinle, Arizona 86503 Edith Denny, PA Telephone No.: (928) 674-7635

Crownpoint Comprehensive Healthcare Facility Priscilla Duncan, CS Crownpoint, NM 87313 Telephone No.: (505) 786-2527

Gallup Indian Medical Center Natasha Chee, CS Gallup, New Mexico 87301 Adam Reinbolt, CS Telephone No.: (505) 722-1549

Northern Navajo Medical Center Linda Conn, CS Shiprock, New Mexico 87420 Philoma Singer, CS Telephone No.: (505) 368-6087

Kayenta Indian Health Center Kerri Gilmore, CS Kayenta, AZ 86033 Telephone No.: (928) 674-7635

Navajo Area Indian Health Services (NAIHS) Wide

SECTION C – CONTRACT CLAUSES

C.1 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.arnet.gov/far

FAR NUMBER TITLE DATE

52.224-1 Privacy Act Notification Apr 1984 52.224-2 Privacy Act Apr 1984 52.225-1 Buy American – Supplies May 2014

C-2 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (MAY 2014)

(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 Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

Navajo Area Indian Health Services (NAIHS) Wide

(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, contract 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.

Navajo Area Indian Health Services (NAIHS) Wide

(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 contract 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—

Navajo Area Indian Health Services (NAIHS) Wide

(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

Navajo Area Indian Health Services (NAIHS) Wide

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.

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(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.

C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTUES

OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUNE 2014)

(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) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 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:

[Contracting Officer check as appropriate.]

__ (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).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

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

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L.

109-282) (31 U.S.C. 6101 note).

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__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div.

C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub.

L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

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

__ (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L.

111-8, and section 745 of Division D of Pub. L. 110-161).

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

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 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.

__ (16) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C. 637(d)(2) and (3)).

X (17)(i) 52.219-9, Small Business Subcontracting Plan (Jul 2013) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Jul 2010) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

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__ (22) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Jul 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (23) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

(25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

(26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

(27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__ (28) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

__ (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

__ (31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

__ (32) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

__ (33) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

__ (34) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

X (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

__ (36) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O. 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (E.O. 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O. 13423 and 13514).

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__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O.

13513).

X (43) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

X (44)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

(45) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (46) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (47) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (48) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (49) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.

5150).

__ (50) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

(51) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

X (52) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

(53) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (54) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (55) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (56)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

[Contracting Officer check as appropriate.]

Navajo Area Indian Health Services (NAIHS) Wide

__ (1) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

X (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.13495).

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any…