36C25918Q0138-001.docx

36C25918Q0138

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

666-18-1-817-0002 36C25918Q0138 12-11-2017 Ian Boettcher 303-712-5722 01-05-2018 4:30pm 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 813319 $7.5 Million X N/A X Department of Veterans Affairs Sheridan VA Medical Center 1898 Fort Road Sheridan WY 82801 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Native American Ceremony Staffing Services for the Sheridan VA Medical Center See Instructions to Offerors on page See CONTINUATION Page X X X Ronnie Jones

NCO1915L2-3411

Table of Contents

Page 1 of

Page 1 of

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name

B.1.1.2. GOVERNMENT: Ian Boettcher, Contracting Officer Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5722

FAX: 303-712-5800

E-mail: Ian.Boettcher@va.gov

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. TUNGSTEN e-Invoice Setup Information: (877) 752-0900

1. TUNGSTEN e-Invoice email: USClientServices@ob10.com

1. FSC e-Invoice Contact Information: (877) 353-9791

1. FSC e-invoice email: vafsccshd@va.gov

1. The following two codes will be required when creating a vendor profile in TUNGSTEN:

· TUNGSTEN Buyer Number AAA544240062

· Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided:

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract:

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period: Base Year – January 15, 2018 through January 14, 2019 Option Year 1 – January 15, 2019 through January 14, 2020 Option Year 2 – January 15, 2020 through January 14, 2021 Option Year 3 – January 15, 2021 through January 14, 2022 Option Year 4 – January 15, 2022 through January 14, 2023

B.2 PERFORMANCE WORK STATEMENT

Native American Traditional Practitioner Staffing

I. SCOPE OF WORK

The Contractor shall provide an approved Native American Traditional Practitioner authorized to conduct Native American Traditional Healing Ceremonies including, but not limited to: Sweat Lodges, Talking Circles, Smudges, and End of Life Blessings. These Ceremonies will take place on the Sheridan Veterans Affairs Healthcare System (SVAHCS) grounds in Sheridan, Wyoming except when an alternate site is specified by the VA facility Point of Contact. In addition, the Contractor shall provide two (2) personnel each year to attend annual Tribal Veterans Representative (TVR) Training Events.

II. SPECIFIC REQUIREMENTS

A Native American Traditional Healer / Practitioner (Traditional Practitioner) is an individual who provides Native American traditional healing practices for patients who desire them. An approved Traditional Practitioner is a recognized traditional ceremonial leader who has the competent skills and experience to perform the requested ceremonies and is a member of a recognized Tribal Nation to conduct such Ceremonies. It is the requirement of the Traditional Practitioner to maintain his/her recognition from the Contractor. A Traditional Practitioner is not considered a VA chaplain. Traditional Practitioners are not required to meet the qualification requirements of VA chaplains.

Contractor provided Traditional Practitioners shall follow the VA provided Standard Operating Procedures (SOPs) when performing any Ceremony. SOPs will provide guidance on subjects including, but not limited to, Ceremony structure maintenance, any set-up and/or take down, use of VA property during Ceremonies, and fire safety regulations. The following is an estimated number of the Ceremonies or other requirements projected within a yearly basis, and could be fewer or greater than the estimated number:

The Traditional Practitioner shall conduct requested Talking Circles, Sweat Lodge Ceremonies, and other Native American Ceremonies for Veteran patients, Residents, and Outpatients currently being treated at the SVAHCS. The focus is designed for those patients enrolled in the Mental Health Residential Rehabilitation Treatment Program (MHRRTP), specific cohorts of care, and our Intensive Outpatient Program, with appropriate availability for Veterans participating as outpatient services.

No Ceremonies (to include Sweats) are to be conducted until the Traditional Practitioner has been requested and authorized by the specified VA Facility Point of Contact (POC) to do so.

The SVAHCS director will designate an agreed upon portion of the SVAHCS grounds to be dedicated and blessed by a Traditional Practitioner for the Native American Traditional Practitioner Services. This location will be called the Sacred Circle and the hope is for a Medicine Wheel, Sweat Lodge(s), and other Native American Traditional Ceremonies to be able to be conducted upon that ground. This area will be private and designed solely for the provision of Native American Traditional Healing Ceremonies and be secure from random intrusion and general onlookers.

On the Sacred Circle grounds, a Sweat Lodge(s) will be constructed every 2-3 years as needed to conduct the Native American Sweat Lodge Ceremony. The Native American Sweat Lodge Ceremony is for the purification and balance of body, mind, spirit and emotions as a prayer circle, a healing circle, and a transformation of the Old Self into the New Self. The Sweat Lodge is a round, domed structure made with flexible willow branches. It is covered with blankets and canvas. In the center of the Sweat Lodge is a shallow pit for stones. These are heated in a fire and brought into the lodge by a designated helper or fire keeper.

Contractor shall provide all items necessary items for the physical preparation of the Sweat Lodge and all items needed to conduct a Sweat Lodge Ceremony in keeping with the appropriate traditions of the specific Traditional Practitioner selected to provide the services. This includes wood, tobacco, and any other items required by the faith tradition or healing practices of the Traditional Practitioner. The Traditional Practitioner shall provide the ceremonial meal as part of the Ceremony, if per the Traditional Practitioner’s tradition.

All maintenance items shall be performed within 24 hours of the Ceremony by the Traditional Practitioner to prevent mold and mildew, and maintain the Sweat Lodge(s) on the Sacred Circle. Specific issues related to the Sacred Circle are:

• Canvas tarps will be replaced approximately every 2-3 years as needed, dependent on normal wear and tear. The Traditional Practitioner will notify the VA POC at least six (6) months in advance for any concerns about maintenance or structural needs for the sweat lodge itself.

• The Sacred Circle shall be cleaned up within 24 hours of the ceremony (e.g., trash, wood picked up from pathways, buckets cleaned out and stored appropriately, wood covered in the wintertime, etc.).

• Contractor and all participants shall adhere to the No Smoking policy except during the ceremony. Only ceremonial tobacco as designated by the providing Traditional Practitioner may be used during the ceremony. The use of oxygen while in the sweat lodge shall not be allowed.

VA Clinical providers will monitor the need of individuals or group smudges, End of Life Blessings, and other requested Native American Ceremonies as necessary. The VA POC will coordinate these services with the contractor to request a Traditional Practitioner.

NOTE: Some traditional ceremonies may be conducted at the patient’s bedside, as appropriate. The VA medical facility, on an as needed basis, may also arrange to transport patients to community-based centers that provide Native American practices and rituals, if the patient has medical clearance to travel and to participate in such practice or ritual.

Clinical providers will facilitate and monitor the coordination and attendance of traditional ceremonies requested by Veterans for inclusion in the recovery planning process. Clinical providers will monitor the therapeutic value for residents/outpatients. Any concerns shall be referred to the VA POC to address with the Veteran’s treatment team.

The Traditional Practitioner shall abide by all Wyoming Department of Environmental Quality Emission Standards.

III. HOURS OF WORK AND SCHEDULING

Work shall occur during normal hours of operation except when specified by the VA POC, for example in the case of End of Life Blessings (anytime), or Sweat Lodges (primarily in the evening or on the weekends, or other designated appropriate time). A VA POC will be present at all Sweat Ceremonies.

Normal SVAHCS business hours of operation are Monday – Friday 7:30am – 4:00 pm except the following Federal Holidays: New Year’s Day, Martin Luther King Jr.’s Birthday, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other day specifically declared by the President of the United States to be a national holiday.

Before each Sweat Lodge Ceremony (starting of the fire), verbal communication shall be made with the Safety Office. In the case of questionable fire conditions, an authorized VA Safety official will have the authority to cancel the ceremony for the day.

Sweat Lodge ceremonies shall be conducted no less than once a month at a minimum and no more than 25 times per year. As stated above, the Sweat Lodge Ceremonies shall be conducted during the evening hours after 4:00 pm on business days, or during the weekends or on holidays after 8:00 am. Traditionally, on-site fires are prohibited during regularly scheduled work hours of 7:30 am – 4:30 pm; Monday through Friday (except for holidays). An accommodation is provided for the purposes of the Sweat Lodge to begin preparing the heating of the rocks early in the afternoon to ensure the Sweat Lodge is prepared for service at the agreed upon and decided times that have been scheduled.

A VA POC will notify the contractor and Traditional Practitioner a minimum of two hours prior to an End of Life Ceremony and 4 days (96 hours) prior to all other ceremonies.

The Traditional Practitioner shall provide to the contractor a list of all the services that have been provided within 5 working days after the performed services.

IV. QUALIFICATIONS

All Ceremonies shall be led by an approved Traditional Practitioner, selected by the contractor, to conduct the specific cultural/spiritual Native American Traditional Ceremonies requested in accordance with the VA Medical Center Policies, VA Medical Center Standard Operating Procedures, and VA National Chaplain Center Guidelines.

All Traditional Practitioners provided by the Contractor shall be capable of performing the requested and agreed upon ceremonies within the timeframes of the VA facility request. Payment for a specific ceremony shall not be authorized in the event the chosen Traditional Practitioner is unable to correctly perform the Ceremony they were assigned.

V. COMPLIANCE

The Contractor shall notify the VA POC, prior to all Ceremonies, identifying any Traditional Practitioners being sent to provide that specific Ceremony. The Government will keep an electronic spreadsheet of all ceremonies performed and the Traditional Practitioner performing them.

The Traditional Practitioner shall check in with the VA POC prior to each ceremony provided. The VA POC will identify themselves to the Traditional Practitioner prior to any requested Ceremony via email/phone call.

To the greatest extent practicable, the VA POC will adjust the ceremony schedule to any late-arrivals, cancellations, or no-shows, so long as it does not disrupt formal residential program schedules set by the VA. When adjustments can’t be made, late arrivals by contractor personnel will result in partial payment and cancellations / no-shows will result in no payment being authorized.

Though not a clinical provider, the Traditional Practitioner shall maintain appropriate confidentiality of all Veteran beneficiaries participating in the Sweat Lodge Ceremonies or any Native American Ceremony provided. However, per Wyoming State Law (Wyo. Stat. §33-38-113, 33-27-123, 14-3-205 and 35-20-103,) there are exceptions. The major exceptions include, but are not limited to:

The Traditional Practitioner shall immediately report any of the above listed exceptions of confidentiality to the attending VA designated appointee and the VA POC.

Any unsatisfactory performance from the Traditional Practitioner will be communicated to the contractor in writing (email is acceptable) and the contractor shall respond in writing with an action plan detailing how the issue will be avoided in the future.

All services/ceremonies provided must be authorized prior to providing the services. No guarantee of work is given or implied. The Traditional Practitioner shall abide by all policies and procedures of the VHA, the SVAHCS, and other standards as contained herein the Performance Work Statement.

Provide approved Traditional Healer for the performing of Sweat Lodge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Talking Circle ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Smudge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of End of Life ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Pipe ceremonies in accordance with the Statement of Work

Provide approved individuals for attendance at 2 Training Events in accordance with the Statement of Work

Total Estimated Cost for Base Year

Provide approved Traditional Healer for the performing of Sweat Lodge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Talking Circle ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Smudge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of End of Life ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Pipe ceremonies in accordance with the Statement of Work

Provide approved individuals for attendance at 2 Training Events in accordance with the Statement of Work

Total Estimated Cost for Base Year

Provide approved Traditional Healer for the performing of Sweat Lodge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Talking Circle ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Smudge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of End of Life ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Pipe ceremonies in accordance with the Statement of Work

Provide approved individuals for attendance at 2 Training Events in accordance with the Statement of Work

Total Estimated Cost for Base Year

Provide approved Traditional Healer for the performing of Sweat Lodge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Talking Circle ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Smudge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of End of Life ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Pipe ceremonies in accordance with the Statement of Work

Provide approved individuals for attendance at 2 Training Events in accordance with the Statement of Work

Total Estimated Cost for Base Year

Provide approved Traditional Healer for the performing of Sweat Lodge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Talking Circle ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Smudge ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of End of Life ceremonies in accordance with the Statement of Work

Provide approved Traditional Healer for the performing of Pipe ceremonies in accordance with the Statement of Work

Provide approved individuals for attendance at 2 Training Events in accordance with the Statement of Work

Total Estimated Cost for Base Year

Total Estimated Cost for Base and all Option Years

Contract Minimums and Maximums Minimum (to be paid out during calendar year 2018) - $25,000.00 Maximum (over the life of the contract) - $330,000.00

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 01/15/2018 through 01/14/2023.

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 2500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 65000.00;

(2) Any order for a combination of items in excess of 65000.00; or

(3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 7 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

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

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after January 14, 2023.

(End of Clause)

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

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

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of the period of perfomance end date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.7 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00…