Continuation SF 1449.pdf

Continuation SF 1449

TABLE OF CONTENTS

SECTION B

B.1 CONTRACT ADMINISTRATION DATA

B.2 SPECIAL CONTRACT REQUIREMENTS

A. PHYSICAL DEMAND AND WORK ENVIRONMENT

B. PATIENT CULTURAL BACKGROUND

C. REVIEW AND APPROVAL AND EVALUATION

D. VERIFICATION OF LICENSURE

E. POST-AWARD ADMINISTRATION MONITORING

F. BACKGROUND CHECK

G. PERIOD OF PERFORMANCE

H. DESIGNATION OF CONTRACTING OFFICER REPRESENTATIVE (COR)

I. CONTRACTOR OFFICER REPRESENTATIVE (COR)

J. CONTRACTING OFFICER (CO) RESPONSIBILITIES

K. AUTHORITY

L. CHILD CARE NATIONAL AGENCY CHECK & INVESTIGATION (CNACI)

M. SECURITY

N. INFORMATION TECHNOLOGY SECURITY

O. HEALTH AND APPEARANCE REQUIREMENTS

SECTION C - CONTRACT CLAUSES

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

HTTPS://WWW.ACQUISITION.GOV/

B. 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS & COMMERCIAL

SERVICES (NOV 2021)

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

EXECUTIVE ORDER – COMMERCIAL ITEMS (MAY 2022)

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

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

F. 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

G. 52.237-7 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (JAN 1997)

H. HEALTH & HUMAN SERVICES ACQUISITION REGULATION CLAUSES, 48 CFR CHAPTER 3

CLAUSES (INCORPORATED BY REFERENCE): HTTPS://WWW.ACQUISITION.GOV/HHSAR

SECTION D - CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

ATTACHMENT A: RATE SCHEDULE

ATTACHMENT B: BUSINESS ASSOCIATE AGREEMENT

ATTACHMENT C: TAX EXEMPTION LETTER

ATTACHMENT D: STATEMENT OF WORK

ATTACHMENT E: TIME SHEET

ATTACHMENT F: WAGE DETERMINATION

ATTACHMENT G: IEE REPRESENTATION FORM

SECTION E - SOLICITATION PROVISIONS

A. 52.215-1 INSTRUCTIONS TO OFFERORS – COMPETITIVE ACQUISITIONS (JAN 2004)

B. ADDENDUM TO FAR 52.212-1 - INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS

C. 52.212-2 EVALUATION – COMMERCIAL ITEMS (OCT 2014)

D. ADDENDUM TO FAR 52.212-2 EVALUATION – COMMERCIAL ITEMS

E. 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS (FEB

2021)

F. 52.216-1 TYPE OF CONTRACT (APR1984)

G. 52.233-2 SERVICE OF PROTEST (SEPT 2006)

I. DEPARTMENT OF HEALTH AND HUMAN SERVICES TOBACCO POLICY

SECTION B:

B.1 CONTRACT ADMINISTRATION DATA

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED IN 52.212-

1, INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS, PARAGRAPH “b”, ADDRESS

ALL TECHNICAL FACTORS IN 52.212-2 EVALUATION- COMMERCIAL ITEMS, AND

COMPLETE 52.212-3, OFFEROR REPRESENTATIONS AND CERTIFICATIONS -

COMMERCIAL ITEMS PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN

ORDER TO BE CONSIDERED FOR AWARD.

NOTIFICATION TO ALL OFFERORS:

1) Federal Acquisition Regulations (FAR) require all Contractors conducting business with the

Government to be registered in the online database: 1) The System Awards Management System (SAM) Government-wide online database for the provision of basic information relative to contract awards [refer to FAR Clause 52.212-4, para (t)].

You may accomplish these registrations online at the following web sites:

SAM – http://www.sam.gov

2) Contract Administration: All contract administration matters will be handled by the following individuals:

a) CONTRACTOR:

DUNS Number: ___________________________________

[See FAR 52.212-1 Instructions… (j) Unique Entity Identifier (UEI)

TAX ID: _________________________________________

b) GOVERNMENT:

Contracting Officer Indian Health Service (IHS) Phoenix Area Office Division of Acquisition Management Two Renaissance Square 40 N. Central Avenue, Suite 507 Phoenix, AZ 85004-0931

3) CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the Contractor shall be electronically reimbursed:

[X] 52.232-34, Payment by Electronic Funds Transfer- Other than Central Contractor Registration

[ ] 52.232-36, Payment by Third Party

4) INVOICES: Invoices shall be submitted in ARREARS:

a) Quarterly [ ]

b) Semi-Annually [ ]

c) Other [X] Monthly in Arrears

5) GOVERNMENT INVOICE ADDRESS: All invoices from the Contractor shall be submitted electronically.

INVOICING/BILLING:

Contractor shall establish a recordkeeping system of Contractor services provided. Contractor may only bill for actual hours worked on-site at the IHS. At the end of each month the Contractor will submit an invoice for payment.

Invoice Requirements and Supporting Documentation: Supporting documentation and invoices must be submitted no later than the 30th workday of the month after services have been provided.

Changes or corrections shall be submitted by separate invoice. In addition to information required for submission of a “proper” invoice in accordance with FAR 52.212-4 (g) all invoices must include:

Name and address of Contractor Invoice Date Contract Number and Purchase/Task Order Number Date of Service

CLIN-Number: Example: 0001 Medical Laboratory Technician and 0002 Medical Laboratory Technician Over-Time

MLT’s Name

Electronic Invoicing: The Phoenix Area Indian Health Service has initiated an important change in the accounts payable process that is mandatory and will ensure Contractors are paid promptly. All invoices are to be submitted through the US Treasury via IPP.

If you require assistance registering or IPP account access, please contact the IPP Helpdesk at (866) 973‐3131 (M‐F 8AM to 6PM ET), or IPPCustomerSupport@fiscal.treasury.gov

Payments in Full/ No Billing IHS Beneficiaries: The Contractor shall accept payment for services rendered under this contract as payment in full. IHS beneficiaries shall not under any circumstances be charged nor shall their insurance companies including Medicare be charged for services rendered by the Contractor under this contract, even if IHS does not pay for those services. The Contractor shall not bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against, any person or entity other than the IHS for services provided pursuant to this contract. It shall be considered fraudulent for the Contractor to bill other third parties for services rendered under this contract. This provision shall survive the termination or ending of the contract.

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

Amendment No. Date

B.2 SPECIAL CONTRACT REQUIREMENTS

A. PHYSICAL DEMAND AND WORK ENVIRONMENT:

1) Contractor must be able to lift 40 pounds and must be able to bend, lift and pull.

2) Some shifts may be longer than 8 to 12 hours due to heavy patient load or census.

3) Contractor may be exposed to hazardous materials, such as chemicals and blood and blood-borne pathogens and will be exposed to infectious diseases and mentally and physically impaired patients.

B. PATIENT CULTURAL BACKGROUND:

Some of the IHS patients receiving services under this contract may only speak a native language or Spanish or may have limited comprehension of the English language, and/or may reside on a Native American Indian Reservation. The Contractor is expected to demonstrate sensitivity to cross-cultural and language difference and have the ability to work through government provided interpreters as necessary.

Consideration must be given to potentially limited transportation and/or home environment facilities.

C. REVIEW AND APPROVAL AND EVALUATION:

Service evaluation:

1) Individual providers will be evaluated at the end of the 1st full day of services, daily or at end of an extended assignment, or as needed.

2) Work performed by the Contractor’s employee assigned to the facility, shall be subject to all quality assurance monitors and performance improvement studies performed by the facility.

3) The Contractor shall be informed of any quality of work problems identified by the facility. If Notice of Problem is issued, the Contractor shall take corrective action and report the corrective action to the facility in writing within one week of receiving the notice.

4) The COR will issue a performance review in CPARS at the end of the base and each option year.

The contractor will have an opportunity to review and approve or dispute the COR’s performance reviews.

D. VERIFICATION OF LICENSURE:

To assure that all medical, Professional, and Technical professionals providing services under this contract are properly licensed and that the IHS is aware of any disciplinary actions, which may have been taken against them the Contractor shall:

Verify through appropriate State Boards, all licenses or certifications, active/inactive/lapsed that are providing services under this contract may hold or have held.

Inform the IHS of the statuses of all licenses/certifications, including the reasons for inactive or lapsed licenses; furnish a letter of reference from other health care providers familiar with the candidate’s professional technical practice skills. Provide any performance of disciplinary data that they may have on a candidate and found no reason to reject the candidate.

The information shall be provided to the COR of the receiving facility no fewer than 15 working days prior to the Candidate’s projected date of arrival at the facility. In emergency situations, where there is no time available, a telephone call from the Contractor providing assurance of the above is acceptable. These instances must be well documented, justified and kept to a minimum.

E. POST-AWARD ADMINISTRATION MONITORING:

1) The Contractor’s employee will be required to comply with the Service Units Policies & Procedures and shall meet the same licensing/educational requirements as permanent IHS employees prior to providing services in this facility. These providers will be subject to the same peer review as permanent members of our medical team.

2) The Service Unit shall provide an ongoing method of monitoring and evaluation of the quality and appropriateness of patient care and of identifying deficiencies in the quality of services performed before the level of performance becomes unacceptable.

3) If a Contractor’s employee fails to arrive at the service unit for a scheduled shift, the Contractor must provide coverage by another provider with temporary, provisional or courtesy privileges approved by the Service Unit Medical staff and the Governing Body. If no coverage is provided, the Contractor shall be required to pay the IHS for the cost incurred for providing that coverage.

Not providing coverage on more than one occasion will be reviewed and discussed by the Chief Medical Officer and the Contracting Officer as to whether there was a compromise of patient care.

All compromised situations that arise from lack of patient care by the Contractor shall be referred to the Contracting Officer for action and resolution.

4) Once the Contract is awarded, Contractor(s) must complete all credentialing and privileging paperwork in accordance with TJC, CMS and the Service Unit Staff by-laws and Rules and Regulations. The Contractor’s employee must meet the same licensing/certification requirements as permanent IHS employee before being allowed to provide services in this facility. The Contractor’s employee must also complete all CMS-8551 and CMS-855R Medical Enrollment Applications and any other insurance paperwork. Copies and/or access to patient medical records will be provided to the business office personnel for the purpose of financial matters regarding billing and insurance collections. Service Units will process all eligible third party claims for reimbursement for services provided by the Contractor(s).

5) The Contractor shall provide both the COR and CO copies of its certificates of insurance and its sub-Contractors’ certificates of insurance prior to performing services under this contract. All Contractor and sub-Contractor certificates of insurance shall name the Phoenix Indian Medical Center as an additional insured.

6) Contractor Quality Control Program:

The Contractor shall have a Quality Control program to assure compliance with contract. Quality Control program shall minimally have the following elements:

a) A method for identifying deficiencies in the quality of services performed before the level of performance becomes unacceptable.

b) A file of all quality control inspections, inspection results, and any corrective action required shall be maintained by the Contractor throughout the duration of this contract.

This file shall be the property of the Government and shall be available to the Project Officer during normal working hours. The file shall be turned over to the Government within 14 days of completion or termination of the contract.

7) Periodic Performance Evaluation Meetings:

The Contractor shall meet, via in-person or teleconference meeting, with the Contracting Officer’s representative (COR) at the Phoenix Indian Medical Center (PIMC) a minimum of every six months according to availability. The purpose of these meetings shall be to review the Contractors performance to the critical minimum performance standards set forth in this contract, as documented by the COR’s periodic surveillance of the Contractors performance to these standards.

The issuance of a Contract Discrepancy Report (CDR) may be cause for the scheduling of additional meeting(s) between the Contractor and PO. A mutual effort will be made to resolve all problems identified. The PO will prepare written minutes of these meetings. Should the Contractor not concur with the minutes, a written statement will be presented to the Contracting Officer (CO), and the Contractor will be notified of the decision in writing by the CO.

8) Performance Standards:

a) Introduction – Performance Requirements:

A Quality Assurance Surveillance Plan (QASP) has been developed for in-house operations or to implement a service contract. It is designed to aid the PO in providing effective and systematic surveillance of all aspects of professional nursing services. This plan provides for monitoring the contract requirements

b) The objective of this surveillance plan is to evaluate how the Contractor is performing in key areas. The government is primarily interested in the final service being provided and not in the details of accomplishment.

c) The principal method of surveillance will be daily in some cases or by use or periodic inspections. Appropriate indicators are provided for recording observations in this type of surveillance.

d) How to Use the Performance Based Matrix

i) Each defect observed will be recorded on the tally report. These documents will then become a formal record for later reference. The tally of defects at the end of each clinic or year (dependent on criteria) will be compared to the acceptable number of defects appearing in the surveillance plan. Errors detected by the PO in the course of surveillance will be transmitted to the Contractor or in-house personnel for correction.

Notification of errors will take place within five (5) working days. Specifics concerning any errors should be recorded on the tally checklist. The Contractor or in-house personnel, as applicable, should be asked to initial this record.

ii) Project Officer shall forward a copy of Contractor’s compliance with performance and non-performance compliance reports.

e) Quality Assurance Surveillance Plan (QASP):

i) The Government shall monitor the Contractors’ performance through a Quality Assurance Surveillance Plan (QASP). The QASP is for informational purposes only and not considered part of the contract.

ii) Surveillance systems will include periodic inspection and acceptance of all deliverables as cited in the contract

*The below QASP outlines required standards and will be a part of the contract*

Measures Performance Requirement Standard Acceptable Quality Level

1 ‐ Key Personnel Provide required care service as specified in the requirements.

Qualified personnel are available and in location as needed to properly perform tasks as specified.

100%

2 ‐ Patient Safety

Timely reporting of any potential or actual patient risk management incidents to the supervisor immediately.

All incidents reported within 24 hours. 100%

3 ‐ Maintains licensing, registration, and certification

Updated Licensing, registration and certifications will be provided as they are renewed.

Licensing and registration information kept current.

Contract Provider records will be kept 99% up‐to‐date

4 ‐ Privacy, Confidentiality and HIPPA

Contractor is aware of all laws, regulations, policies and procedures relating to Privacy, Confidentiality and HIPPA and complies with all standards

Zero breaches of privacy or confidentiality 100%

5. Qualified to work under

Public Law

Background Investigation in compliance with

Indian Child Protection and Family Violence

Prevention Act, Public Law 101‐630

Complete and acceptable documentation of

Background investigation including legible fingerprints

100%

F. BACKGROUND CHECK:

Contractor’s employees are not able to work a scheduled shift until the security check is performed and clearance has been obtained by the appropriate agency. At a minimum fingerprints are required and upon clearance at this stage a Contractor’s may work a scheduled shift. However, Contractors are required to complete the detail background application and application is to be completed within 30 days once the Contractor’s employee has been given access.

All Contractor employees are subject to criminal background check prior to performing services in accordance with the contract terms and conditions. The Contractor shall ensure that each of their provider(s) complete the, Certification of Criminal History and Background Check Packet. The completed forms are to be returned to the COR. Additional Background Check packets can be obtained through the COR. Contractors (and their employees) requiring routine, long-term access (i.e., greater than 6 months) to IHS facilities and/or systems; or providing services to children under 18 year of age are subject to criminal background checks prior to performing services. The Contractor shall ensure that each employee(s) complete the Certification of Criminal History and Background Check Packets to initiate the Child & Youth Services National Agency Check with Inquiries (CNACI). The COR is responsible for providing the Contractor with all necessary background check forms. The COR is also responsible for ensuring all background check forms are fully completed and processed prior to commencement of service. The Contractor shall return all completed forms to the Service Unit Human Resource Office located at Phoenix Area Indian Health Service, 40 North Central Avenue, Phoenix AZ 85004. Contractors may be directed to the e-QIP website to complete the necessary background investigation forms online (inquire with the Service Unit should you wish to complete forms electronically). All Contractors (or their employees) must appear in person to IHS (or an IHS facility) with two acceptable forms of identity; fingerprints will be taken electronically, or on paper, at this time. This must occur prior to the first date of service (realistically allow a 14-30 day processing time before the actual start date). At a minimum, if results are not received within 5 days, the identity credentials can be issued based on a favorable FBI National Criminal History Check (fingerprint check). Note: These timeframes are based on complete and acceptable package, including legible fingerprints.

FOR MORE INFORMATION ON SECURITY REQUIREMENTS PLEASE REFER TO DHHS SITE:

http://intranet.hhs.gov/pivcard/brochure.html

G. PERIOD OF PERFORMANCE:

Contract performance shall be for a base year and four (4) one (1) year option for renewal commencing from date of the award of the contract. Option year renewals shall be by a written amendment to the contract and approved by the Contracting Officer.

Option renewals will be on the basis of the existing requirement of the Government, performance of satisfactory service provided during the base year, and contingent upon availability of funds for the appropriate fiscal year.

H. DESIGNATION OF CONTRACTING OFFICER REPRESENTATIVE (COR):

TBD at time of Award@ihs.gov is hereby designated the COR to monitor the performance of this order on behalf of the government.

I. CONTRACTOR OFFICER REPRESENTATIVE (COR):

1) Monitoring the Contractor’s technical progress, including the surveillance and assessment of performance and recommending to the Contracting Officer, changes in requirements;

2) Interpreting scope of work;

3) Performing technical evaluations required;

4) Performing technical inspections and acceptances required by this contract;

5) Monitoring funds available for obligation under this contract;

6) The resolution of technical problems encountered during performance of this contract;

In no event is the COR empowered to change any of the terms and conditions of the contract.

Changes in the scope of work, contract price, quantity, and quality or delivery schedule shall be made only by the Contracting Officer by a properly exercised modification.

The designation of a COR does not authorize or provide a legal right to change any kind of contractual terms regardless of the Contractor’s apparent difficulties in fulfilling contract requirements.

J. CONTRACTING OFFICER (CO) RESPONSIBILITIES:

The Contracting Officer is the only person delegated the authority to negotiate changes in terms, conditions, or amounts cited in this contract.

K. AUTHORITY:

1) No person other than the Contracting Officer has authority to bind the Government with respect to this contract.

2) No action or omission of any government employee or representative other than the Contracting Officer shall increase or decrease the scope of this contract or shall otherwise modify the terms and conditions of this contract.

3) In no event shall any of the following be effective or binding on the Government or imputed to the Contracting Officer with respect to this contract:

a) An understanding or agreement between the Contractor and anyone other than the Contracting Officer;

b) A purported modification or change order issued by anyone other than the Contracting Officer;

c) A promise by anyone other than the Contracting Officer to provide additional funding or make payments; or

d) An order, direction, consent, or permission from anyone other than the Contracting Officer to:

i) Incur costs in excess of a awarded amount; or

ii) Expend hours in excess of a contracted amount

L. CHILD CARE NATIONAL AGENCY CHECK & INVESTIGATION (CNACI):

In accordance with the Child Care National Agency Check and Investigation (CNACI) directive, implemented by the IHS, the following documents will be required from the Contractor and all employees they utilize under this awarded contract:

1) DHHS Application Background Survey.

2) DHHS/IHS Required Application Questionnaire for Child Care Positions.

3) IHS – Release of Personal Information.

4) SF-85 Questionnaire for Non-Sensitive Positions.

5) GSA Form 176 – Statement of Personal History.

6) FD-258 Federal Bureau of Investigation Fingerprint Analysis Chart

A Contractor whose duties and responsibilities involve regular contract or control over children is subject to a character investigation as required by Public Law 101-630, the Indian Child Protection and Family

Violence Prevention Act. The Phoenix Area IHS Office of Human Resources or the IHS Service Unit conducts these investigations following contract award. The Character investigation may be waived if, in the judgment of the Contracting Officer, in consultation with the Human Resource Officer, an investigation has already been conducted and is on file. Until the character investigation has been completed and the Contracting Officer notified of the results, the Contractor must not have unsupervised contact with the Indian Children.

M. SECURITY:

The Contractor shall abide by the following Security Standards that are required for the position:

Federal Security Identification Badge Request: It is the responsibility for the department to provide the necessary clearances to the IHS computer system as well as other security requirements needed for the Contractor to perform their duties.

N. INFORMATION TECHNOLOGY SECURITY:

The Indian Health Service (IHS) is responsible for maintaining an information security program that provides protection for information collected or maintained by or on behalf of the Agency; and information systems used or operated by the Agency or by a Contractor of the Agency or other organization on behalf of the Agency.

IT SECURITY – INFORMATION SYSTEMS SECURITY AWARENESS (ISSA) TRAINING:

Information Systems Security Awareness (ISSA) is mandatory annual security awareness training for all IHS system users and fulfills Federal mandates and regulations. IHS develops the modules in line with National Institute of Standards and Technology (NIST) guidelines on information security awareness and information security trainings.

The ISSA modules fulfill an IHS user's annual requirements for the following:

1) Acknowledgement and acceptance of the IHS Rules of Behavior

2) Privacy training

3) Protecting sensitive information and the Health Insurance Portability and Accountability Act (HIPAA) & the Health Information Technology for Economic and Clinical Health Act (HITECH)

4) Physical and information security

5) Appropriate email use

6) Protecting mobile devices and portable media

7) Social engineering awareness

8) Incident response and learning from past incidents

You can take the training or learn more at the ISSA website.

All IHS information system users must take annual security and privacy training in order to fulfill federal mandates and regulations. In addition, all new users must successfully complete this course within 24 hours of receiving access unless the user has read the IHS Quick Guide to Information Security, in which case they will have 30 days to complete the training. Failure to complete training requirements will result in the loss of information systems access.

O. HEALTH AND APPEARANCE REQUIREMENTS:

Immunizations: The contractor agrees to furnish the following documentation of immunization records prior to the performance of work. (Reference Indian Health Service Circular 95-9A).

1) Tuberculosis: Annual PPD or Chest X-ray, if there is a history of positive skin test.

2) Documentation of two (2) MMR (Measles, Mumps & Rubella) vaccinations or proof of immunity. Employees born before 1957 require one MMR vaccination or proof of immunity.

3) Documentation of two (2) varicella (chicken pox) vaccinations or proof of immunity or history of having disease.

4) Documentation of Hepatitis A & B series vaccination and titers

5) Documentation of influenza vaccination during flu season.

6) All contract staff who work in an IHS health care facility, must receive a seasonal influenza vaccination by

October 31 of each year or have on file a valid medical or religious exemption.

Unvaccinated HCP with an approved medical or religious exemption must wear an IHS-provided surgical or similar mask when working in patient care areas or other areas frequented by patients in an IHS health care facility during the influenza season. Influenza season is typically defined as November through March, though may include other periods of increased levels of influenza activity as determined by the Centers for Disease Control and Prevention and/or state public health authorities.

7) Recommended: TDAP (Prevalence of Pertussis in the community)

8) COVID-19 contractor employee policy that includes screening of employees prior to arrival and established

COVID-19 employee process.

9) Personal Hygiene – All medical personnel shall be clean and neat in appearance and comply with the Service Unit dress code for the appropriate professional category and present themselves in a professional manner commensurate with the nature of the profession and line of work.

SECTION C - CONTRACT CLAUSES

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

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

B. 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 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) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of clause)

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

EXECUTIVE ORDERS - COMMERCIAL ITEMS (MAY 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509)).

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

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L.

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

__ (5) [Reserved].

X (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div.

C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub.

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

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved]

X (14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jun 2020) of 52.219-9

X (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

X (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

X (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar2020) (15 U.S.C. 637(m)).

X (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

X (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

X (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

__ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

X (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

__ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

X (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

X (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

X (36) 52.222-54, Employment Eligibility Verification (MAY 2022). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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

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

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i)…