75H70626Q00226.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

167IHSPINERIDGE CODE 16. ADMINISTERED BYCODE

X

X

X

325120

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED OR167

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

08/31/2026 1200 MD

08/21/2026

605-867-3379MARY BAIRD

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

75H70626Q00226

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 34 IHS1522623OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Pine Ridge SD 57770

Pine Ridge PHS Indian Hospital

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

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

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

Pine Ridge Service Unit WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

PINE RIDGE SD 57770

E. Hwy 18

607 Indian Health Road

IHSPINERIDGE

Pine Ridge SD 57770

E. Hwy 18

607 Indian Health Road

Pine Ridge PHS Indian Hospital

Pine Ridge Service Unit

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Firm Fixed-Price (FFP), non-personal services Purchase Order for Medical Gas Services, for the Pine Ridge Indian Health Service (IHS) Hospital, located in Pine Ridge, South Dakota, in accordance with the attached Performance Work Statement (PWS). The anticipated contract will consist of one (1) 12-month base period plus four

(4) 12-month periods.

Delivery: 09/01/2027

Continued ...

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

DATED

NICHOLE R. LEREW

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REFERENCE

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. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

1 Medical gases for Bulk Oxygen System: Rental of cylinders and supply of medical gasses

2 Option Year One (1) Medical gases for Bulk Oxygen

System: Rental of cylinders and supply of medical gasses

(Option Line Item)

3 Option Year Two (2) Medical gases for Bulk Oxygen

System: Rental of cylinders and supply of medical gasses

(Option Line Item)

4 Option Year Three (3) Medical gases for Bulk

Oxygen System: Rental of cylinders and supply of medical gasses

(Option Line Item)

5 Option Year Four (4) Medical gases for Bulk

Oxygen System: Rental of cylinders and supply of medical gasses

(Option Line Item)

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

34 2 of

Performance Work Statement Bulk Delivery of Medical Gasses IHS Pine Ridge Service Unit 607

Indian Health Road Pine Ridge, SD 57770

PERFORMANCE WORK STATEMENT (PWS)

Medical Gas Services Pine Ridge Indian Health Service Hospital Pine Ridge, South Dakota

1.0 BACKGROUND

The Pine Ridge Indian Health Service (IHS) Hospital is a 150,000-square-foot healthcare facility located in Pine Ridge, South Dakota, and includes three field clinics located in Kyle, Wanblee, and Martin, South Dakota. The purpose of this contract is to provide a reliable supply of bulk medical gases, associated equipment, maintenance, testing, monitoring, and emergency support services necessary for patient care operations at the Pine Ridge IHS Hospital.

2.0 OBJECTIVE

The objective of this contract is to establish and maintain an uninterrupted supply of bulk medical gases and related services for the Pine Ridge IHS Hospital in support of patient care, clinical operations, and life safety requirements.

3.0 SCOPE OF WORK

The Contractor shall furnish all labor, materials, equipment, transportation, supervision, permits, licenses, insurance, maintenance, testing, monitoring, and management necessary to provide medical gas services for the Pine Ridge IHS Hospital.

The Hospital currently utilizes a contractor-owned and maintained 1,500-gallon bulk liquid oxygen (LOX) tank located near the loading dock on the south side of the facility. The Hospital consumes approximately 1,000,000 cubic feet of oxygen annually.

The Contractor shall provide, maintain, monitor, inspect, test, and support the following:

3.1 Bulk Oxygen System

The Contractor shall provide and maintain:

a. One (1) 1,500-gallon bulk liquid oxygen storage tank.

b. Twelve (12) H-size oxygen cylinders serving as a minimum 24-hour emergency reserve supply.

c. One (1) automatic actuating switch capable of transferring oxygen supply from the bulk tank to the reserve cylinder manifold when the bulk system cannot maintain adequate pressure or supply.

d. All associated manifolds, piping, regulators, isolation valves, telemetry systems, and ancillary equipment necessary for a complete and operational oxygen delivery system.

e. Telemetry equipment accessible to both Contractor personnel and designated Hospital maintenance personnel for monitoring system status and oxygen inventory levels.

3.2 Bulk Oxygen Supply

The Contractor shall:

a. Monitor liquid oxygen levels continuously.

b. Refill the bulk oxygen tank as necessary to ensure uninterrupted service.

c. Maintain oxygen inventory levels sufficient to prevent depletion of the bulk oxygen supply.

d. Provide documentation of oxygen purity testing in accordance with applicable regulatory and industry standards.

3.3 Maintenance, Inspection, and Testing

The Contractor shall:

a. Perform all preventive maintenance, inspections, testing, calibration, and repairs required by applicable codes, regulations, and manufacturer recommendations.

b. Conduct annual inspections of the bulk oxygen system and related equipment.

c. Correct deficiencies identified during inspections within timelines established by applicable codes or as directed by the Contracting Officer's Representative (COR).

d. Maintain all equipment in safe and operational condition throughout the period of performance.

3.4 Emergency Services

The Contractor shall:

a. Provide emergency repair and service support twenty-four (24) hours per day, seven (7) days per week.

b. Respond to emergency service calls within twenty-four (24) hours of notification.

c. Restore system functionality and/or provide alternate oxygen supply methods sufficient to maintain uninterrupted patient care operations.

3.5 Medical Gas Cylinder Services

The Contractor shall deliver medical-grade gas cylinders to the Hospital once every two (2) weeks and exchange empty cylinders as required.

The Contractor shall maintain sufficient inventory levels to support uninterrupted Hospital operations.

The following cylinder inventory shall be maintained in continuous rotation:

Gas Type Cylinder Size

Quantity

Oxygen ME 120

Oxygen MD 10

Oxygen M250 10

Oxygen M125 20

Nitrous Oxide ME 5

Nitrous Oxide M64 10

Nitrogen M300 1

Nitrogen M200 5

Carbon Dioxide ME 10

4.0 CONTRACT REQUIREMENTS AND PERSONNEL QUALIFICATIONS

4.1 General Requirements

The Contractor shall:

a. Possess all licenses, permits, certifications, and authorizations required by federal, state, and local regulations.

b. Maintain appropriate liability insurance coverage throughout the period of performance.

c. Pay all applicable taxes, fees, and assessments.

d. Comply with the most current editions of applicable National Fire Protection Association (NFPA) standards, including NFPA 99, Health Care Facilities Code, and all other applicable healthcare facility requirements.

4.2 Medical Gas Quality

All gases supplied under this contract shall be medical grade and meet applicable standards established by:

U.S. Food and Drug Administration (FDA) United States Pharmacopeia (USP) Compressed Gas Association (CGA) National Fire Protection Association (NFPA)

4.3 Personnel Qualifications

Personnel performing maintenance, inspections, testing, repairs, and installation services shall be trained and qualified in accordance with applicable industry standards and manufacturer requirements.

5.0 TYPE OF CONTRACT

This requirement shall be awarded as a Firm-Fixed-Price (FFP) contract.

6.0 PERIOD OF PERFORMANCE

The period of performance shall consist of:

One (1) 12-month Base Period plus Four (4) 12-month Option Periods The Government may exercise each option period in accordance with the terms of the contract and Federal Acquisition Regulation (FAR) requirements.

The Government intends to provide preliminary written notice of its intent to exercise an option at least sixty (60) days prior to expiration of the current contract period. Such notice does not commit the Government to exercise the option.

7.0 PLACE OF PERFORMANCE

Pine Ridge Indian Health Service Hospital 607 Indian Health Road Pine Ridge, South Dakota 57770

8.0 PERFORMANCE STANDARDS, DELIVERABLES, AND REPORTING

8.1 Performance Standards

The Contractor shall maintain:

a. Continuous availability of bulk oxygen supply.

b. Required emergency reserve oxygen inventory.

c. Required medical gas cylinder inventory levels.

Failure to maintain required oxygen supply or inventory levels may be considered grounds for corrective action and/or contract termination.

8.2 Deliverables

The Contractor shall provide:

Deliverable Frequency

Bulk oxygen monitoring and replenishment As required

Cylinder delivery and exchange service Every two (2) weeks

Emergency response service Within 24 hours of notification

Oxygen purity testing documentation As required by code and regulation

Annual system inspection report Annually

Annual cylinder inventory report Annually

8.3 Hours of Operation

Normal Government business hours are Monday through Friday, excluding Federal holidays, from 0800 to 1630 local time.

Any work performed outside normal operating hours shall be coordinated with the COR.

8.4 Federal Holidays

The following holidays are observed by the Federal Government:

New Year's Day Martin Luther King Jr. Day Presidents Day Memorial Day Juneteenth National Independence Day Independence Day Labor Day

Columbus Day Veterans Day Thanksgiving Day Christmas Day

In addition, any day declared a Federal holiday by the President of the United States shall be observed.

9.0 GOVERNMENT POINT OF CONTACT

Contracting Officer's Representative (COR) Chance Knutson Facility Manager Pine Ridge IHS Hospital Phone: (605) 867-3042 Email: Chance.Knutson@ihs.gov

10.0 INVOICING AND PAYMENT

The Contractor shall submit all invoices electronically through the Invoice Processing Platform (IPP) in accordance with HHSAR 352.232-71, Electronic Submission and Processing of Payment Requests.

IPP Website: https://www.ipp.gov For assistance with IPP registration or account access:

IPP Help Desk Phone: (866) 973-3131 Hours: Monday through Friday, 8:00 a.m. to 6:00 p.m. Eastern Time Email: IPPCustomerSupport@fiscal.treasury.gov

11.0 CONTRACTING OFFICER AUTHORITY

11.1 Authority

The Contracting Officer (CO) is the only individual authorized to modify the terms and conditions of this contract.

No person other than the Contracting Officer may:

a. Increase or decrease the scope of work.

b. Modify contract terms or conditions.

c. Authorize additional work.

d. Commit the Government to additional expenditures.

e. Direct the Contractor to exceed contract limitations.

Any direction received from personnel other than the Contracting Officer shall not be considered binding upon the Government.

The Contractor shall notify the Contracting Officer whenever direction received from another Government employee appears to conflict with contract requirements.

12.0 ACCEPTANCE CRITERIA

Services shall be considered acceptable when:

a. Bulk oxygen supply remains continuously available.

b. Required reserve oxygen cylinders are maintained.

c. Medical gas inventories are replenished as scheduled.

d. Maintenance, testing, inspections, and repairs are completed in accordance with applicable standards.

e. Emergency service response requirements are met.

f. Required reports and documentation are submitted accurately and on time.

CLAUSES INCORPORATED BY REFERENCE

(Non-Personal Service)

52.252-1 Solicitation Provision Incorporated by Reference. (FEB 1998) This solicitation incorporates one or more solicitation provisions by reference, with the same force and defect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer.

Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

www.acquisition.gov/far.

52.252-2 Clauses Incorporated by Reference. (FEB 1998) This purchase order 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 address: www.acquisition.gov/far

Federal Acquisition Regulations (FAR) (48 CFR Chapter 1) Clauses No. FAR Citation Clause Title Clause Date

1. 52.202-1 Definitions June 2020

2. 52.203-7 Anti-Kickback Procedures June 2020

3. 52.203-11 Certification and Disclosure Regarding Payments to Influence Sept 2024 Certain Federal Transactions.

4. 52.203-12 Limitation on Payments to Influence Certain Federal Transactions June 2020

5. 52.203-17 Contractor Employee Whistleblower Rights Nov 2023

6. 52.203-18 Prohibition on Contracting with Entities that Require Certain Jan 2017

Internal Confidentiality Agreements or Statements-Representation

7. 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements Jan 2017 Or Statements

8. 52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

9. 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards Deviation

10. 52.209-1 Qualification Requirements Deviation

11. 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations- Deviation Representation

12. 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations. Deviation

13. 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability Deviation Or a Felony Conviction under any Federal Law

14. 52.222-41 Service Contract Labor Standards Deviation

15. 52.222-50 Combating Trafficking in Persons Deviation

16. 52.223-3 Hazardous Material Identification and Material Safety Data Deviation

17. 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving May 2024

18. 52.232-1 Payments April 1984

19. 52.232-39 Unenforceability of Unauthorized Obligations June 2013

20. 52.233-2 Service of Protest Deviation

21. 52.233-3 Protest after Award Deviation

22. 52.233-4 Applicable Law for Breach of Contract Claim Deviation

23. 52.237-1 Site Visit April 1984

24. 52.237-2 Protection of Government Buildings, Equipment and Vegetation April 1984

25. 52.237-3 Continuity of Services Jan 1998

26. 52.245-1 Government Property Sept 2021

27. 52.245-2 Government Property Installation Operation Services April 2026

28. 52.246-4 Inspection of Services-Fixed-Price Aug 1996

29. 52.246-20 Warranty of Services May 2001

30. 52.246-25 Limitation of Liability-Services Feb 1997

31. 52.252-5 Authorized Deviations in Provisions Nov 2020

32. 52.252-6 Authorized Deviations in Clauses Nov 2020

Federal Acquisition Regulations (FAR) (48 CFR Chapter 1) Clauses in Full Text

52.212-1 Instructions to Offerors—Commercial Products and Commercial Services.

As prescribed in 12.205(a)(1), insert a clause substantially as follows:

INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION DATE)

(a) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. As a minimum, offers shall include—

(1) The solicitation number;

(2) The name, address, telephone number of the Offeror;

(3) The Offeror’s Unique Entity Identifier (UEI) and, if applicable, Electronic Funds Transfer (EFT) indicator;

(4) Information necessary to evaluate the factors contained in the provision at 52.212-2 or as described in the solicitation;

(5) Responses to provisions that require Offeror completion of information, representations, and certifications (other than those collected via the System for Award Management (SAM)); and

(6) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and any solicitation amendments.

(b) Period for acceptance of offers. The Offeror agrees to hold the prices in its offer firm for 60 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(c) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers and any modifications or revisions to the Government office designated in the solicitation by the time specified in the solicitation.

(2) Any offer, modification, or revision received after the time specified for receipt of offers is “late” and will not be considered unless it is received before award is made and the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition. However, a late modification of an otherwise successful offer that makes its terms more favorable to the Government will be considered at any time it is received and may be accepted.

(3) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(4) Offerors may withdraw their offers by written notice to the Government received at any time before award.

(d) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with Offerors. Therefore, the Offeror’s initial offer should contain the Offeror’s best terms. However, the Government reserves the right to conduct discussions, if necessary. The Government may reject any or all offers if such action is in the public interest, accept other than the lowest offer, and waive informalities and minor irregularities in offers received.

(e) Debriefings. If a postaward debriefing is given to requesting Offerors, the Government will disclose the following information, if applicable:

(1) The agency’s evaluation of the significant weak or deficient factors in the debriefed Offeror’s offer.

(2) The overall evaluated cost or price and technical rating of the successful Offeror and the debriefed Offeror and past performance information on the debriefed Offeror.

(3) The overall ranking of all Offerors when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award.

(5) For acquisitions of commercial products, the make and model of the product to be delivered by the successful Offeror.

(6) Reasonable responses to relevant questions posed by the debriefed Offeror as to whether the agency followed source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities.

(End of provision)

52.212-2 Evaluation—Commercial Products and Commercial Services.

As prescribed in 12.205(a)(2), insert a provision substantially as follows:

EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION DATE)

(a) Evaluation factors. The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors will be used to evaluate offer: Quoter is advised that, in addition to price, the Government will consider the following factors in determining the successful proposal that represents the “best value” to the government.

1. Price

2. Technical Acceptability.

3. Past Performance

(b) Options (if applicable). The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. The evaluation of options does not obligate the Government to exercise the option(s).

(c) Notice of award. A written notice of award or acceptance of an offer furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

As prescribed in 12.205(b)(3), insert the following clause:

TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION DATE)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The

Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards;

41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(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 part 4, longer period required by statute, or periods specified in 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 clause 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.

(u) 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)

52.217-5 Evaluation of Options.

As prescribed in 17.203(c), insert a provision substantially the same as the following:

EVALUATION OF OPTIONS (DEVIATION DATE)

Except when it is determined in accordance with FAR 17.202(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of provision)

52.217-8 Option to Extend Services.

As prescribed in 17.203(f), insert a clause substantially the same as the following:

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 10 days.

(End of clause)

52.217-9 Option to Extend the Term of the Contract.

As prescribed in 17.203(g), insert a clause substantially the same as the following:

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 60 days; 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 exceed1.5 years.

(End of clause)

52.222-90 Addressing DEI Discrimination by Federal Contractors.

As prescribed in 22.2203, insert the following clause:

ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS (DEVIATION DATE)

(a) Definitions. As used in this clause—

Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the

Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting

Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of clause)

52.224-1 Privacy Act Notification.

As prescribed in 24.104, insert the following clause in solicitations and contracts:

PRIVACY ACT NOTIFICATION (APR 1984)

The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of1974, Public Law93-579, December 31,1974 ( 5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

(End of clause)

52.224-2 Privacy Act.

As prescribed in 24.104, insert the following clause in solicitations and contracts:

PRIVACY ACT (APR 1984)

(a) The Contractor agrees to-

(1) Comply with the Privacy Act of1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies-

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform;

(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the design, development, or operation of a system of records on individuals that is subject to the Act; and

(3) Include this clause, including this paragraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor and any employee of the Contractor is considered to be an employee of the agency.

(c)

(1) "Operation of a system of records," as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(2) "Record," as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person’s name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.

(3) "System of records on individuals," as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

(End of clause)

352.224-70 Privacy Act.

As prescribed in HHSAR 324.105(a), the Contracting Officer shall insert the following clause:

Privacy Act (DEC 2015)

This contract requires the Contractor to perform one or more of the following: (a) Design; (b) develop; or (c) operate a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) (5 U.S.C. 552a(m)(1)) and applicable agency regulations.

The term system of records means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. Violations of the Act by the Contractor and/or its employees may result in the imposition of criminal penalties (5 U.S.C. 552a(i)).

The Contractor shall ensure that each of its employees knows the prescribed rules of conduct in 45 CFR part 5b and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as Department of Health and Human Services employees. These provisions also apply to all subcontracts the Contractor awards under this contract which require the design, development or operation of the designated system(s) of records (5 U.S.C. 552a(m)(1)). The contract work statement:

(a) Identifies the system(s) of records and the design, development, or operation work the Contractor is to perform; and

(b) Specifies the disposition to be made of such records upon completion of contract performance.

(End of clause)

52.224-3 Privacy Training.

As prescribed in 24.302(a), insert the following clause:

PRIVACY TRAINING (JAN 2017)

(a) Definition. As used in this clause, "personally identifiable information" means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other information that is linked or linkable to a specific individual. (See Office of Management and Budget (OMB) Circular A-130, Managing Federal Information as a Strategic Resource).

(b) The Contractor shall ensure that initial privacy training, and annual privacy training thereafter, is completed by contractor employees who-

(1) Have access to a system of records;

(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information on behalf of an agency; or

(3) Design, develop, maintain, or operate a system of records (see also FAR subpart 24.3 and 39.105).

(c)

(1) "Privacy training shall address the key elements necessary for ensuring the safeguarding of personally identifiable information or a system of records. The training shall be role-based, provide foundational as well as more advanced levels of training, and have measures in place to test the knowledge level of users. At a minimum, the privacy training shall cover-

(i) The provisions of the Privacy Act of 1974 ( 5 U.S.C. 552a), including penalties for violations of the Act;

(ii) The appropriate handling and safeguarding of personally identifiable information;

(iii) The authorized and official use of a system of records or any other personally identifiable information;

(iv) The restriction on the use of unauthorized equipment to create, collect, use, process, store, maintain, disseminate, disclose, dispose or otherwise access personally identifiable information;

(v) The prohibition against the unauthorized use of a system of records or unauthorized disclosure, access, handling, or use of personally identifiable information; and

(vi) The procedures to be followed in the event of a suspected or confirmed breach of a system of records or the unauthorized disclosure, access, handling, or use of personally identifiable information (see OMB guidance for Preparing for and Responding to a Breach of

Personally Identifiable Information).

(2) Completion of an agency-developed or agency-conducted training course shall be deemed to satisfy these elements.

(d) The Contractor shall maintain and, upon request, provide documentation of completion of privacy training to the Contracting Officer.

(e) The Contractor shall not allow any employee access to a system of records, or permit any employee to create, collect, use, process, store, maintain, disseminate, disclose, dispose or otherwise handle personally identifiable information, or to design, develop, maintain, or operate a system of records unless the employee has completed privacy training, as required by this clause.

(f) The substance of this clause,…