SOLICITATION NO. 75H70723Q00076.pdf

Third Party Billing Services

SOLICITATION NO. 75H70723Q00076

-Albuquerque Service Unit-

SECTION 1 - SUPPLIES OR SERVICES AND PRICES/COSTS

1.1 SERVICES

The Indian Health Service (IHS)/Albuquerque Area Office (AAO), Albuquerque Service Unit (ASU) has a requirement for Remote Third Party Billing Services for the Albuquerque Indian Health Center (AIHC) located in Albuquerque, NM, starting May 30, 2023 through May 29, 2024.

1.2 PRICE OR COST

This will result in one Firm-Fixed-Price (FFP) purchase order.

1.3 GENERAL CONTRACT INFORMATION

1.3.1 The Contractor's price/cost for services under this contract should include all applicable taxes for Internal Revenue Service (IRS), State of New Mexico Taxation and Revenue agency and/or other revenue agencies. The Indian Health Service will not withhold taxes nor will it issue a W-2 to the contractor.

1.4 CONTRACT PRICE

1.4.1 This will result in one FFP purchase order. The total price for this contract is $TBD.

1.4.2 Upon delivery and acceptance of the item(s) specified in the DELIVERY Article in SECTION F of this contract, the Government shall pay to the Contractor resulting from the awarded contract price.

1.4.3 The Contractor shall be paid upon submission of an invoice and completion and acceptance (if deliverable) or verification (if service) by the Contracting Officer's Representative (COR), of the deliverables and/or services indicated below. Submit invoices in accordance with the instructions contained in FAR clause 52.232-25, Prompt Payment, and Section of this contract.

SCHEDULE OF CHARGES

Item # Contract Period

Pricing of Services Total Amount

CLIN 1 Base Year:

05/30/23 – 05/29/24

$_____________/hour x 1,800 hours/year = $___________/year

GRAND TOTAL: $___________/year

*- “1,800 hours/year” is an estimate, this may vary based on the vendor’s ability to complete the required workload (specified in SOW below). You are also welcome to submit pricing in your own format. Thank you! (this is the same for the tables below, for each option year)

1.5 OPTION PRICES

1.5.1 Unless the Government exercises its option, pursuant to the option clause referenced in the Contract Clauses section, this contract consists only of the Base Period specified in this contract.

1.5.2 Pursuant to either the FAR Clause 52.217-8, Option to Extend Services or the FAR Clause 52.217-9, Option to Extend the Term of the Contract, the Government may, a unilateral contract modification, require the Contractor to perform the Option Period(s) as defined below. A notice that the Government intends to exercise any of the options will happen prior to the contract’s expiration date.

1.5.3 Upon the delivery and acceptance of the Option Services described in the schedule of charges below, the Government shall pay the Contractor the rate(s) set forth below and will be paid from the following Contract Line Item Numbers (CLINs) accordingly;

1.5.4 If the Government exercises its option, the Government's total estimated contract amount, represented by the sum of the price of base plus option periods and the period of performance will be as follows:

SCHEDULE OF CHARGES FOR THE OPTION PERIODS

Item # Contract Period Pricing of Services Total Amount

CLIN 2 1st Option Year:

05/30/24 – 05/29/25

$___________/hour x 1,800 hours/year =

TOTAL PRICE FOR OPTION PERIOD ONE: $_________/year

Item # Contract Period Pricing of Services Total Amount

CLIN 3 2nd Option Year:

05/30/25 – 05/29/26

TOTAL PRICE FOR OPTION PERIOD TWO: $_________/year

CLIN 4 3rd Option Year:

05/30/26 – 05/29/27

TOTAL PRICE FOR OPTION PERIOD THREE: $_________/year

CLIN 5 4th Option Year:

05/30/27 – 05/29/28

TOTAL PRICE FOR OPTION PERIOD FOUR: $_________/year

SECTION 2 – STATEMENT OF WORK

The Contractor shall provide third party billing services through a Virtual Private Network (VPN) from the Contractors headquarters in order to fulfill the requirements of the contract. These services will be provided as offsite/remote services and are non-personal healthcare services.

-The Contractor shall obtain an Interconnect Security Agreement (ISA) with the Indian Health Services (IHS) in order to gain access to IHS network system.

-The Contractor shall complete billing by accessing information by using the third party billing package that was inputted during the registration, Electronic Health Record (EHR), and coding queue process.

-The Contractor shall ensure that payer information is accurate and sequenced appropriately when processing a claim to guarantee the bill is submitted to the proper payer. This includes identifying when employment/accident related visits would designate a different responsible payer source from the patient's usual primary payer.

-The Contractor shall verify; input, and/or adjust clinic types, visit types, bill types, proper mode of export;

release of information, assignment of benefits, accident information, and referring physician information whenever necessary.

-The Contractor shall split claims when appropriate.

-The Contractor shall ensure that appropriate providers are indicated and shall verify and assign proper revenue codes if necessary.

-The Contractor shall ensure proper dates of service for ancillary services and the Evaluation and Management services.

-The Contractor shall handle and correct all error prompts that appear on a particular billing page.

-The Contractor shall identify and compile defects/errors in coding; data entries and other items in the billing process, charts and clinic visits by using the flagging/tracking process and these defects/errors shall be returned to the service unit for clarification and/or corrections. After corrections have been made the claims shall be re-submitted.

-The Contractor shall use the Accounts Receivable (A/R) package (IHS-RPMS) to complete payment posting and follow-up on unpaid claims.

-The Contractor shall communicate new billing requirements and any issues found on follow up with Patient Registration, Visit coding or medical documentation with the Business Office Manager.

-The Contractor shall maintain identified corrective action received from the third party payers to be shared or communicated with the Business Office Manager for review, possible consideration and appeal for payment.

-The Contractor shall ensure that all applicable forms are submitted and adequately reflect the services rendered.

-The Contractor shall maintain current documentation and files for all third party utilization review activities.

-The Contractor shall be responsible for timely posting of payments and nonpayment adjustments received from insurance claims filed.

-The Contractor shall ensure filing of all Explanation of Benefits (EOB's) in chronological order, and posting to the correct patient accounts.

-The Contractor shall generate correspondence on appeals and denials and shall maintain compliance with Third Party Internal Controls policy.

Contractor Business Responsibilities:

-The Contractor shall be responsible for reporting all taxes from wages earned under the contract to the appropriate Federal, State and local agencies.

-The Contractor shall be responsible for maintaining satisfactory standards of competence, conduct, appearance and integrity. The quality of work performance of the Contractor shall be subject to review.

-The Contractor shall be familiar and Knowledgeable of the "Privacy Act of 1996", the Health Insurance Portability and Accountability Act "HIPAA", and the use of confidential information as an integral part of the everyday duties. The privacy of individuals must be protected to the fullest extent possible.

Coding Entry:

-The Contractor Point of Contact, POC, will initiate and validate that each contract coder completed the Indian Health Service, IHS, background check process prior to a contract coder being assigned to an IHS facility (if necessary).

-The Contractor POC will ensure there is a brief orientation conducted as a new contract coder begins coding at an IHS facility for the purpose of ensuring that facility specific coding practices are incorporated into the contract coder's actual performance.

-The Contractor will ensure all contract coders are ICD-CM certified and are performing at the full level of their certification.

-Contractor will perform comprehensive review of all written dictated and electronic clinical ambulatory visits and inpatient discharges to assure the presence and compliance as indicated by the treatment rendered and procedures performed; compliance with hospital policy, medico-legal, medical necessity, CMS regulatory requirements and ICD-CM coding conventions.

-Contractor will interpret and assign diagnostic and procedural codes utilizing the ICD-9/10 CM, CPT, and HCPCS coding books/resources. Contractor will review ambulatory visits to ensure the provider selected the correct Evaluation and Management (E&M) code notifying the provider through the notification menu if the wrong E&M code was selected or if the E&M code is missing.

-Contractor should check with the facility to know whether to apply HCPCS codes for supplies issued to patient. Code assignments will be data entered including other patient visit clinical information into the Resource Patient Management System (RPMS) using numerous data entry mnemonics and editing options.

-Interprets documented medical information within a patients visit file to accurately select and assign descriptive ICD, CPT, and HCPCS diagnostic, procedural codes and modifiers if applicable by;

abstracting information to reflect the treatment received identifying secondary complications and co-morbidity conditions, and sequencing codes following coding principles and conventions to accurately reflect services received by a patient.

-Contractor identifies inconsistencies, discrepancies and/or trends within the medical record and formulates appropriate written queries to the appropriate medical, nursing, or healthcare providers and recommends appropriate modifications to include specificity/clarification of documentation, justification of medical necessity and adherence to correct coding policy under the Correct Coding Initiative (CCI), facility policy and regulatory requirements.

-Complete visits files created by other clinical RPMS/EHR programs such as: Laboratory, radiology, immunization, and pharmacy programs by verifying dates of services location of services, taking appropriate steps to modify, merge, delete or create files to reflect accurate patient care visits.

-Identify and verifies data is entered into the correct RPMS/EHR package and location i.e. dental, teen clinic, satellite clinic or school.

-Entry of statistical information to include clinic and provider codes, visit time, location sites and level of patient services.

-Verifies visit data within the IHS Electronic Health Record System (EHR) for completeness for the above identified elements and verify completed visits from the EHR coding queue for billing and statistical processing.

-Contractor should be coding within 4 days of visit to maintain compliance with IHS Internal Control Policy.

Productivity:

Contractors will code a minimum of 125 visits per 8-hour day, 8:00 AM to 4:30 PM with a 30-minute lunch break, 62.5 visits per 4-hour day and PRN work at 15.6 visits per hour in an outpatient setting. Inpatient contract coders will code a minimum of 16 inpatient records per day, 2 inpatient discharges per hour. (these numbers are subject to change)

The Albuquerque Area IHS has adopted the RPMS/EHR as their legal health record therefore allowing for off-site remote coding. An onsite contract coder(s) may be requested by any Service Unit.

Contractors are responsible to make certain all annual information security agreements and background investigations are kept current, any concerns of lapsing will be brought to the attention of the Service Unit point of contact (POC).

Contractor POC will contact Service Unit POC weekly when performing coding duties to communicate any deficiencies or concerns.

Perform internal reviews to assure code assignments made by staff are in compliance with coding rules and compliance.

SECTION 3 - INSPECTION AND ACCEPTANCE

3.1 INSPECTION AND ACCEPTANCE: All work under this contract is subject to inspection and final acceptance by the Contracting Officer or the duly authorized representative of the government. The COR, as a duly authorized representative of the Contracting Officer, shall assume the responsibilities for monitoring the Contractor's performance, evaluating the quality of services provided by the Contractor and performing final inspection and acceptance of all deliverables and services called for by the contract.

3.2 FEDERAL ACQUISITION REGULATION {48 CFR CHAPTER 1) CLAUSES

FAR Clause No. Title Date 52.246-4 Inspection of Services – Fixed Priced (Aug 1996)

SECTION 4.0 QUALITY ASSURANCE SURVEILLANCE PLAN (this is an example)

Performance-Based Task Indicator Standard Quality Assurance Incentives Vendor will perform the following:

1. Provide Third Party Billing Services

The number of deliverables specified in the SOW are met satisfactorily.

Outstanding – 100% of visits coded

Acceptable – 80 to 99% of visits coded

Satisfactory – 65 to 80% of visits coded

Services should be provided on a continuous basis to keep up with patient visits.

Outstanding - payment will not be held up.

SECTION 5 - PERFORMANCE

5.1 PERIOD OF PERFORMANCE: The period of performance is a Base Period of 12 months with four 12-month

Option Periods, unless extended by modification to this contract. The Government may exercise options to extend the period of performance in accordance with FAR Clause 52.217-9 - Option to Extend the Term of the Contract; upon written notification by the Contracting Officer within 30 days of contract expiration.

5.1.1 Services under this contract shall commence as listed below:

Base Year: 05/30/23 – 05/29/24 1st Option Year: 05/30/24 – 05/29/25 2nd Option Year: 05/30/25 – 05/29/26 3rd Option Year: 05/30/26 – 05/29/27 4th Option Year: 05/30/27 – 05/29/28

5.1.2 Performance must be for the period of May 30, 2023 to May 29, 2024 unless the period is changed by written modification to the purchase order in accordance with FAR 52.217-9, Option to Extend the Term of the Contract.

5.1.3 Total contract award must not exceed five years. Option year renewals are based on satisfactory services provided availability of funds for the appropriate fiscal year, and existing requirements.

5.2 PLACE OF PERFORMANCE: The contractor must provide Remote Third Party Billing Services to the following Albuquerque Service Unit Indian Health Service Facilities:

Mainly:

Albuquerque Indian Health Center 801 Vassar Drive NE Albuquerque, NM 87106

May include:

Santa Ana Health Center O2-C Dove Road Bernalillo, NM 87004

Zia Health Clinic 155 Capitol Square Drive Zia Pueblo, NM 87053

5.3 GOVERNMENT HOLIDAYS (https://www.federalpay.org/holidays)

New Year's Day Martin Luther King's Birthday President's Day Memorial Day Juneteenth Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day

*Any other day specifically declared by the President of the United States to be a national holiday (see www

.opm.gov/fedhol).

SECTION 6 - CONTRACT ADMINISTRATION

6.1 AUTHORITIES OF GOVERNMENT PERSONNEL: Notwithstanding the Contractor's responsibility for total management during the performance of this Contract, the administration of the Contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government's points of contact during the performance of this Contract.

6.2 CONTRACTING OFFICER

The IHS Contracting Officer (CO) is the only individual authorized to modify this Contract. The CO responsible for administrative and contractual issues concerning this Contract is:

Shandiin DeWolfe, (CO) Indian Health Service/Division of Contracts & Grants Management (DCGM) 4101 Indian School Road NE, Suite 225 Albuquerque, NM 87110 Phone: 505-256-6755 Email: Shandiin.DeWolfe@ihs.gov

Sent all communications pertaining to contractual and/or administrative matters to the address above and to the Contract Specialist administering this Contract.

6.3 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

6.3.1 TBD, (505) xxx-xxxx, xxxxxxxxxxxxx@ihs.gov, is hereby designated as COR for this service. The COR responsibilities will be to coordinate with the contractor the technical aspects of this service and the review of performance hereunder. The COR does not have the authority to change or alter the order amount, terms and conditions.

6.3.3 The COR’s responsibilities will include ensuring contractor accountability. Monitoring the Contractor’s technical progress including the surveillance and assessment of performance and recommending to the CO changes in requirements. Interpreting the PWS. Performing technical evaluations as required. Perform technical inspection and acceptance as required. Assisting the Contractor in the resolution of technical problems encountered during performance. Perform receiving and processing invoices for payment.

6.4 TECHNICAL MONITORING

(a) Performance of work under this contract must be subject to the technical direction of the COR identified above, or designated in writing. The term "technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort. Shifts the work between work areas or locations, fills in details and otherwise serves to ensure that task areas outlined in the PWS accomplished satisfactorily.

(b) Technical direction must be within the scope of the specification(s)/work statement. The COR does not have authority to issue technical direction that

(1) Constitutes a change of assignment or additional work outside the specification(s)/ statement of work;

(2) Constitutes a change as defined in the clause entitled "Changes;"

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the Contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the Contractor's employees.

(c) Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(d) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the Contractor, any direction of the COR, or his designee, falls within the limitations in (b), above, the Contractor shall immediately notify the CO no later than the beginning of the next Government work day.

(e) Failure of the Contractor and the CO to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

6.5 INVOICE SUBMISSION

PROPER INVOICE:

The Contractor shall submit invoices monthly. Advance payments will not be issued by Finance unless stated herein. Invoices shall be submitted in accordance with the contract terms, i.e., payment schedule, progress payments, partial payments, deliverables, etc. All information set forth in FAR 32.905(b), Content of Invoices, must be included in all invoices for it to constitute a proper invoice. Additionally, the Contractor is required to include its UEI number.

A complete invoice with all required back-up documentation shall be uploaded electronically*:

a. Albuquerque Finance: https://www.ipp.gov

*Do not send to the CS or Finance Office any other invoices related documents (i.e. deliverables, reports, and balance statements) to the Buyer or Albuquerque Finance. Failure to submit required documents directly to the website as listed above will delay prompt payment of your invoice.

Submit invoices in accordance with the contract terms, i.e. payment schedule, progress payments, partial payments, deliverables, etc.

All information set forth in FAR 32.905(b), Content of Invoices, must be included in all invoices for it to constitute a proper invoice.

FAR 32.905(b), Content of Invoices:

(b) Content of invoices.

(1) A proper invoice must include the following items (except for interim payments on cost reimbursement contracts for services):

(i) Name and address of the contractor.

(ii) Invoice date and invoice number. (Contractors should date invoices as close as possible to the date of mailing or transmission.)

(iii) Contract number or other authorization for supplies delivered or services performed (including order number and line item number).

https://www.ipp.gov/

(iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v) Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of landing number and weight of shipment will be shown for shipments on Government bills of lading.

(vi) Name and address of contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

(viii) Taxpayer Identification Number (TIN). The contractor must include its TIN on the invoice only if required by agency procedures. (See 4.9 TIN requirements.)

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

(A) The contractor must include EFT banking information on the invoice only if required by agency procedures.

(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 must have submitted correct EFT banking information in accordance with the applicable solicitation provision (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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.

(x) Any other information or documentation required by the contract (e.g., evidence of shipment).

(2) An interim payment request under a cost-reimbursement contract for services constitutes a proper invoice for purposes of this subsection if it includes all of the information required by the contract.

(3) If the invoice does not comply with these requirements, the designated billing office must return it within 7 days after receipt (3 days on contracts for meat, meat food products, or fish; 5 days on contracts for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. If such notice is not timely, then the designated billing office must adjust the due date for the purpose of determining an interest penalty, if any.

(4) Per the Accounts Payable office, failure to submit invoices to the IPP Website can result in delayed payment of your invoice.

In accordance with the requirements of the Debt Collection Improvement Act of 1996, all payments under this contract will be made by electronic funds transfer (EFT). The Contractor shall provide financial institution information to the Finance Office designated above in accordance with FAR 52.232-33 Payment by Electronic Funds Transfer.

SECTION 7 - SPECIAL CONTRACT REQUIREMENTS

7.1 CONTRACTOR PERFORMANCE EVALUATION REPORT

7.1.1 During the life of this contract, the contractor's performance will be evaluated on an interim and final basis pursuant to FAR Subpart 42.15. Evaluation will become part of the contract file and will be used as past performance information in evaluating the Contractor's, and any significant subcontractors or affiliates, past performance on future contracts.

7.1.2 Contractor Performance Assessment Report System (CPARS) is an on-line reporting system https://www.cpars.gov/. The Contractor Performance Report is completed by the COR electronically and sent to the Contractor for review and approval at the end of each performance period as an interim report and at the end of the contract performance as a final report. After review by the Contracting Officer, the report becomes a permanent record of the Contractor's past performance.

7.2 REFERENCES: The work performed under this contract will assist the IHS in better meeting legislative mandates and associated implementation guidance from OMS, HHS, NIST, and US Cert. Statutes and Acts generally applicable to IHS security include, but are not limited to the following:

• Health Information Technology for Economic and Clinical Health Act

• Federal Information Security Management Act (FISMA), part of the E-Government Act of 2002

(Public Law 107-347, Title Ill).

• OMB Circular A-130 and Appendix Ill, Security of Federal Automated Information Resources

• OMB Circular A-11, Preparing, Submitting, and Executing the Budget

• Presidential Decision Directive 63 (POD 63)

• NIST Special Publications - 800 Series

SECTION 8 - FEDERAL ACQUISITION REGULATIONS (FAR) 48 CFR CHAPTER CLAUSES

8.1 CLAUSES INCORPORATED BY REFERENCE - FAR 52.252-2 (FEB 1998)

This Contract incorporates FAR provisions/clauses referenced, 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. The full text of a clause accessed electronically at this website address: FAR - https://www.acguisition.gov/far/index.html.

FAR

Clause Title Date

52.203-3 Gratuities Apr 1984 52.203-5 Covenant against Contingent Fees May 2014 52.203-6 Restrictions on Subcontractor Sales to the Government Sep 2006 52.203-7 Anti-Kickback Procedures May 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper

Activity May 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May 2014 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011 52.204-9 Personal identity Verification of Contractor Personnel Jan 2011 52.217-8 Option to Extend Service Nov 1999 52.217-9 Option to Extend Term of the Contract Mar 2000 52.222-17 Non-displacement of Qualified Workers May 2014 52.223-6 Drug-Free Workplace May 2001 52.224-1 Privacy Act Notification Apr 1984 52.224-2 Privacy Act Apr 1984 52.229-3 Federal, State, and Local Taxes Feb 2013 52.232-11 Extras Apr 1984

52.232-40 Providing Accelerated Payments to Small Business Subcontractors Dec 2013 52 .233-4 Applicable Law for Breach of Contract Claim Oct 2004 52.237-3 Continuity of Services Jan 1991 52.239-1 Privacy or Security Safeguards Aug 1996 52.242-13 Bankruptcy Jul 1995 52.242-15 Stop-Work Order Aug 1989 52.245-1 Government Property Jan 2017 52.249-8 Default (Fixed-Price Supply and Service) Apr 1984 52.253-1 Computer Generated Forms Jan 1991

Following Clauses in Full Text:

8.2 52.212-4 - CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [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.

8.3 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (OCT 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 2019) (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 (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

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

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub.

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

__ (5) [Reserved].

__ (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).

(8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (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 (Nov 2011) (15 U.S.C.657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C.

657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved]

X (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C.644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

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

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4)) __ (ii) Alternate I (Jan 2017) of 52.219-9.

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

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Aug 2018) of 52.219-9

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

(19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.637(a)(14)).

__ (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 (Nov 2011) (15 U.S.C. 657f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (Dec 2015) (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 (Dec 2015) (15 U.S.C. 637(m)).

(25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

__ (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2018) (E.O.13126).

(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(28) (i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

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

__ (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

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

__ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

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

__ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

(33) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (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 (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (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.)

__ (35) (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.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun2016) (E.O. 13693).

__ (38) (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.

__ (39) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

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

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

__ (41) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

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

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

13513).

__ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (Jun 2016) (E.O. 13693).

X (45) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

(46) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

__ (47) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110- 138, 112-41, 112-42, and 112-43.

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

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

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

__ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(49) 52.225-13, Restrictions on Certain…