A.09.03_Solicitation_W91YTZ-17-R-0041_Primary_Care_Svcs_Meade.doc

Section SF 1449 - CONTINUATION SHEET

Family Practice Physician - KACC (0001)

FFP

Base Year Period of Performance: 8 June 2017 - 7 May 2018. Personal Services CLIN for (1FTE) Family Practice Physician for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

FOB: Destination

PURCHASE REQUEST NUMBER: 0010987257

NET AMT

Nurse Practitioner - KACC (0002)

Base Year Period of Performance 8 June 2017- 7 June 2018. Personal Services CLIN for (1FTE) Nurse Practitioner for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee)shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

Registered Nurse - KACC (0003)

Base Year Period of Performance 8 June 2017 - 7 June 2018. Personal Services CLIN for (1FTE) Registered Nurse for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

Licensed Practical Nurse - KACC (0004)

Base Year Period of Performance 8 June 2017 - 7 June 2018. Personal Services CLIN for (4 FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

Licensed Practical Nurse - Kirk (0005)

Base Year Period of Performance 8 June 2017 - 7 June 2018. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kirk US Army Health Clinic, Aberdeen Proving Ground, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee)shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

Licensed Practical Nurses - Rader (0006)

Base Year Period of Performance 8 June 2017 - 7 June 2018. Personal Services CLIN for (6FTE)Licensed Practical Nurses for Andrew Rader US Army Health Clinic, Fort Myer, VA. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

Contracting Manpower Reporting (0007)

Base Year Period of Performance - Delivery Date 31 Oct 2018. Contractor Manpower Reporting in accordance with the Performance Work Statement, para 1.12.2.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (1FTE) Family Practice Physician for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (1FTE) Nurse Practitioner for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (1FTE) Registered Nurse for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee)shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (4 FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (4 FTE) Licensed Practical Nurses for Kirk US Army Health Clinic, Aberdeen Proving Ground, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance 8 June 2018 - 7 June 2019. Personal Services CLIN for (6 FTE) Licensed Practical Nurses for Andrew Rader US Army Health Clinic, Fort Myer, VA. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 1 Period of Performance - Delivery Date 31 Oct 2019. Contracting Manpower Reporting in accordance with the Performance Work Statement, para 1.12.2.

NET AMT

FFP

Option Year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (1 FTE) Family Practice Physician for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (1 FTE) Nurse Practitioner for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (1FTE) Registered Nurse for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kirk US Army Health Clinic, Aberdeen Proving Ground, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 2 Period of Performance 8 June 2019 - 7 June 2020. Personal Services CLIN for (6FTE) Licensed Practical Nurses for Andrew Rader US Army Health Clinic, Fort Myer, VA. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 2 Period of Performance - Delivery Date 31 Oct 2020. Contractor Manpower Reporting in accordance with the Performance Work Statement, para 1.12.2.

NET AMT

FFP

Option Year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (1FTE) Family Practice Physician for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (1FTE) Nurse Practitioner for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (1FTE) Registered Nurse for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kirk US Army Health Clinic, Aberdeen Proving Ground, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option year 3 Period of Performance 8 June 2020 - 7 June 2021. Personal Services CLIN for (6FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 3 Period of Performance - Delivery Date - 31 Oct 2021. Contractor Manpower Reporting in accordance with the Performance Work Statement, para 1.12.2.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (1FTE) Family Practice Physician for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform is accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS).Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (1FTE) Nurse Practitioner for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (1FTE) Registered Nurse for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (4FTE) Licensed Practical Nurses for Kimbrough Ambulatory Care Center, Fort Meade, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each healthcare provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (4FTE)Licensed Practical Nurses for Kirk US Army Health Clinic, Aberdeen Proving Ground, MD. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance 8 June 2021 - 7 June 2022. Personal Services CLIN for (6FTE) Licensed Practical Nurses for Andrew Rader US Army Health Clinic, Fort Myer, VA. Contractor is to perform in accordance with the established terms and conditions of this contract and the Performance Work Statement (PWS). Overtime is not authorized for this CLIN. Total compensation for each health care provider (employee) shall not exceed $400,000.00 per year. REF IAW Title 10, USC Section 1091, DHA-PI 6025.5, Personal Services for Health Care Providers.

NET AMT

FFP

Option Year 4 Period of Performance - Delivery Date - 31 Oct 2022. Contractor Manpower Reporting in accordance with the Performance Work Statement, para 1.12.2.

NET AMT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

07-JUN-2018

W6F2 USA MEDDAC FT MEADE

LOGISTICS DIVISION

BLDG 2484 5TH ST

FORT GEORGE G MEADE MD 20755-5800

210-221-7928

W23A7U

07-JUN-2018

W23A7U

07-JUN-2018

W23A7U

07-JUN-2018

W23A7U

07-JUN-2018

W23A7U

07-JUN-2018

W23A7U

W23A7U

07-JUN-2019

W23A7U

07-JUN-2019

W23A7U

07-JUN-2019

W23A7U

07-JUN-2019

W23A7U

07-JUN-2019

W23A7U

07-JUN-2019

W23A7U

W23A7U

07-JUN-2020

W23A7U

07-JUN-2020

W23A7U

07-JUN-2020

W23A7U

07-JUN-2020

W23A7U

07-JUN-2020

W23A7U

07-JUN-2020

W23A7U

W23A7U

07-JUN-2021

LOGISTICS DIVISION

BLDG 2484 5TH ST

FORT GEORGE G MEADE MD 20755-5800

210-221-7928

W23A7U

07-JUN-2021

W6F2 USA MEDDAC FT MEADE

LOGISTICS DIVISION

BLDG 2484 5TH ST

FORT GEORGE G MEADE MD 20755-5800

210-221-7928

W23A7U

07-JUN-2021

W23A7U

07-JUN-2021

W23A7U

07-JUN-2021

W23A7U

07-JUN-2021

W23A7U

W23A7U

07-JUN-2022

W23A7U

07-JUN-2022

W23A7U

07-JUN-2022

W23A7U

07-JUN-2022

W23A7U

07-JUN-2022

W23A7U

07-JUN-2022

W23A7U

W23A7U

CLAUSES INCORPORATED BY REFERENCE

ADDENDUM 52.212-4

(w) The non-FAR Part 12 discretionary FAR and DFARS clauses included herein are incorporated into this contract either by reference or in full text. If incorporated by reference, see clause 52.252-2 herein for locations where full text can be found.

(End of Addendum)

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)

(a) Definitions. As used in this clause--

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of

6 U.S.C. 395(c).

Subsidiary means an entity in which more than 50 percent of the entity is owned--

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108-2.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

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

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The

Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( X ) is, ( ) is not a small business concern under NAICS Code 621399- assigned to contract number TBD.

(Contractor to sign and date and insert authorized signer's name and title).

(End of clause)

52.222-17 Nondisplacement of Qualified Workers (MAY 2014)

(a) Service employee, as used in this clause, means any person engaged in the performance of a service contract other than any person employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541. The term ``service employee'' includes all such persons regardless of any contractual relationship that may be alleged to exist between a contractor or subcontractor and such persons.

(b) The Contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the service employees were hired, a right of first refusal of employment under this contract in positions for which the service employees are qualified.

(1) The Contractor and its subcontractors shall determine the number of service employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor Contractor employed in connection with performance of the work.

(2) Except as provided in paragraph (c) of this clause, there shall be no employment opening under this contract, and the Contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation.

(i) The successor Contractor and its subcontractors shall make a bona fide express offer of employment to each service employee as provided herein and shall state the time within which the service employee must accept such offer, but in no case shall the period within which the service employee must accept the offer of employment be less than 10 days.

(ii) The successor Contractor and its subcontractors shall decide any question concerning a service employee's qualifications based upon the individual's education and employment history, with particular emphasis on the employee's experience on the predecessor contract, and the Contractor may utilize employment screening processes only when such processes are provided for by the contracting agency, are conditions of the service contract, and are consistent with Executive Order 13495.

(iii) Where the successor Contractor does not initially offer employment to all the predecessor contract service employees, the obligation to offer employment shall continue for 90 days after the successor contractor's first date of performance on the contract.

(iv) An offer of employment will be presumed to be bona fide even if it is not for a position similar to the one the employee previously held, but is one for which the employee is qualified, and even if it is subject to different employment terms and conditions, including changes to pay or benefits. (See 29 CFR 9.12 for a detailed description of a bonafide offer of employment).

(c)(1) Notwithstanding the obligation under paragraph (b) of this clause, the successor Contractor and any subcontractors (i) may employ under this contract any service employee who has worked for the contractor or subcontractor for at least three months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (ii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Labor Standards statute, 41 U.S.C. 6701(3), and (iii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor whom the Contractor or any of its subcontractors reasonably believes, based on the particular service employee's past performance, has failed to perform suitably on the job (see 29 CFR 9.12(c)(4) for additional information). The successor Contractor bears the responsibility of demonstrating the appropriateness of claiming any of these exceptions.

(2) In addition, any Contractor or subcontractor that has been certified by the U.S. Small Business Administration as a HUBZone small business concern must ensure that it complies with the statutory and regulatory requirements of the HUBZone Program (e.g., it must ensure that at least 35 percent of all of its employees reside within a HUBZone). The HUBZone small business Contractor or subcontractor must consider whether it can meet the requirements of this clause and Executive Order 13495 while also ensuring it meets the HUBZone Program's requirements.

(3) Nothing in this clause shall be construed to permit a Contractor or subcontractor to fail to comply with any provision of any other Executive order or law. For example, the requirements of the HUBZone Program (see FAR subpart 19.13), Executive Order 11246 (Equal Employment Opportunity), and the Vietnam Era Veterans'

Readjustment Assistance Act of 1974 may conflict, in certain circumstances, with the requirements of Executive Order 13495. All applicable laws and Executive orders must be satisfied in tandem with, and if necessary prior to, the requirements of Executive Order 13495, 29 CFR part 9, and this clause.

(d)(1) The Contractor shall, not less than 30 days before completion of the Contractor's performance of services on the contract, furnish the Contracting Officer with a certified list of the names of all service employees working under this contract and its subcontracts at the time the list is submitted. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts with either the current or predecessor contractors or their subcontractors. Where changes to the workforce are made after the submission of the certified list described in this paragraph, the Contractor shall, in accordance with paragraph (e) of this clause, not less than 10 days before completion of the services on this contract, furnish the Contracting Officer with an updated certified list of the names of all service employees employed within the last month of contract performance. The updated list shall also contain anniversary dates of employment, and, where applicable, dates of separation of each service employee under the contract and its predecessor contracts with either the current or predecessor Contractors or their subcontractors.

(2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives.

(3) The Contracting Officer will direct the predecessor Contractor to provide written notice (Appendix B to 29 CFR chapter 9) to service employees of their possible right to an offer of employment with the successor contractor. Where a significant portion of the predecessor Contractor's workforce is not fluent in English, the notice shall be provided in English and the language(s) with which service employees are more familiar. The written notice shall be—

(i) Posted in a conspicuous place at the worksite; or (ii) Delivered to the service employees individually. If such delivery is via email, the notification must result in an electronic delivery receipt or some other reliable confirmation that the intended recipient received the notice.

(e)(1) If required in accordance with 52.222-41(n), the predecessor Contractor shall, not less than 10 days before completion of this contract, furnish the Contracting Officer a certified list of the names of all service employees working under this contract and its subcontracts during the last month of contract performance. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts either with the current or predecessor Contractors or their subcontractors. If there are no changes to the workforce before the predecessor contract is completed, then the predecessor Contractor is not required to submit a revised list 10 days prior to completion of performance and the requirements of 52.222-41(n) are met. When there are changes to the workforce after submission of the 30-day list, the predecessor Contractor shall submit a revised certified list not less than 10 days prior to performance completion.

(2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives.

(f) The Contractor and subcontractor shall maintain the following records (regardless of format, e.g., paper or electronic) of its compliance with this clause for not less than a period of three years from the date the records were created.

(1) Copies of any written offers of employment or a contemporaneous written record of any oral offers of employment, including the date, location, and attendance roster of any service employee meeting(s) at which the offers were extended, a summary of each meeting, a copy of any written notice that may have been distributed, and the names of the service employees from the predecessor contract to whom an offer was made.

(2) A copy of any record that forms the basis for any exemption claimed under this part.

(3) A copy of the service employee list provided to or received from the contracting agency.

(4) An entry on the pay records of the amount of any retroactive payment of wages or compensation under the supervision of the Administrator of the Wage and Hour Division to each service employee, the period covered by such payment, and the date of payment, and a copy of any receipt form provided by or authorized by the Wage and Hour Division. The Contractor shall also deliver a copy of the receipt to the service employee and file the original, as evidence of payment by the Contractor and receipt by the service employee, with the Administrator or an authorized representative within 10 days after payment is made.

(g) Disputes concerning the requirements of this clause shall not be subject to the general disputes clause (52.233-1) of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR part 9. Disputes within the meaning of this clause include disputes between or among any of the following: The Contractor, the contracting agency, the U.S. Department of Labor, and the service employees under the contract or its predecessor contract. The Contracting Officer will refer any service employee who wishes to file a complaint, or ask questions concerning this contract clause, to the: Branch of Government Contracts Enforcement, Wage and Hour Division, U.S. Department of Labor, 200 Constitution Avenue NW., Washington, DC 20210. Contact email: displaced@dol.gov.

(h) The Contractor shall cooperate in any review or investigation by the Department of Labor into possible violations of the provisions of this clause and shall make such records requested by such official(s) available for inspection, copying, or transcription upon request.

(i) If it is determined, pursuant to regulations issued by the Secretary of Labor (Secretary), that the Contractor or its subcontractors are not in compliance with the requirements of this clause or any regulation or order of the Secretary, appropriate sanctions may be imposed and remedies invoked against the Contractor or its subcontractors, as provided in Executive Order 13495, the regulations, and relevant orders of the Secretary, or as otherwise provided by law.

(j) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance. However, if the Contractor, as a result of such direction, becomes involved in litigation with a subcontractor, or is threatened with such involvement, the Contractor may request that the United States, through the

Secretary, enter into such litigation to protect the interests of the United States.

(k) The Contracting Officer will withhold, or cause to be withheld, from the prime Contractor under this or any other

Government contract with the same prime Contractor, such sums as an authorized official of the Department of Labor requests, upon a determination by the Administrator, the Administrative Law Judge, or the Administrative Review Board, that there has been a failure to comply with the terms of this clause and that wages lost as a result of the violations are due to service employees or that other monetary relief is appropriate. If the Contracting Officer or the Administrator, upon final order of the Secretary, finds that the Contractor has failed to provide a list of the names of service employees working under the contract, the Contracting Officer may, in his or her discretion, or upon request by the Administrator, take such action as may be necessary to cause the suspension of the payment of contract funds until such time as the list is provided to the Contracting Officer.

(l) Subcontracts. In every subcontract over the simplified acquisition threshold entered into…