10-236-SOL-00031_CRC_SOL_PG3_22_08022010.pdf

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B. SUPPLIES OR SERVICES AND PRICES

B.t. General Purpose of Contract

The contractor shall provide services for the Colorectal Cancer Screening Needs Assessment and Endoscopic Survey Tool for the Indian Health Service, Division of Epidemiology and Disease Prevention (DEDP) at Albuquerque, New Mexico.

B.2. Pricing

DESCRIPTION QTY UNIT

HOURLY

RATES

TOTAL

PRICE

Base Term 09/1312010 to 09/1212012

PLACE OF PERFORMANCE: _ 5300 Homestead Road NE, Albuquerque, NM

CONTRACTOR FACILITY

CLIN 0001A _Oll§~n~abotf' ;:~te!!Orl.L_ HR $ $

CLIN OOOIB JJl1serU:abor _~'at~gQJ\J_ HR $ $

CLIN OOOIC ~lnsert I~~bor (~aJ-egorY')_. HR $ $

CLIN OOOID __(lnsr;K11aQpr Cat~z.QIy.L_ HR $ $

SUBTOTAL: $------

CLIN 0002 Travel I LOT $32,000.00 $32,000.00

CLIN 0003 Other Direct Costs Materials 1 And Supplies

LOT $----- $----

CLIN 0004 Material Handling Cost on

CLIN 0002 & CLIN 0003 % $----- $----

GRAND TOTAL: $ _

New Mexico Gross Receipts Tax is included in the hourly rates.

B.3. Material Handling Costs

The Material Handling Cost is applicable to materials, subcontractor costs, shipping costs, travel costs and any other direct costs that are required for the work, but are not covered in the other line items of the pricing schedule in Section B. Material Handling Costs include only those costs associated with procuring those direct cost items that are clearly excluded from the hourly rates. Material handling costs must include all appropriate indirect costs (including G&A)

SOLICITATION #10-236-S0L-00031 illS - Divisionof Epidemiologyand DiseasePrevention Colorectal Cancer Screening NeedsAssessment and Endoscopic Survey Tool Page 4 of31 allocated to other direct costs when its use is in accordance with the contractor's usual accounting procedures consistent with FAR Part 31

B.4. Limitation of Government's Liability

The unit quantities set forth in B.2 are estimates only. For purposes ofF AR 52.232-7, the ceiling price for the contract is: (inserted at time of award).

C. DESCRIPTION/ SPECIFICATIONS

c.i. Performance Work Statement (PWS)

The Contractor shall provide all necessary labor/manpower, travel, supplies, materials, facilities and equipment to perform the work in accordance with Attachment J.l.

D. PACKAGING AND MARKING

Not Applicable

E. INSPECTION AND ACCEPTANCE

E.l. 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 address:

http://www.acquisition.gov/far/index.html

1_5_2_.2_4_6_-6__ -LI_In_s...A.p_e_ct_io_n_-_T_i_m_e_an_d_M_a_t_en_·a_l_an_d_L_ab:.....:o_r-_H_o_ur 1 May 2001 I

F. DELIVERIES OR PERFORMANCE

F.1. 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 address:

http://www.acquisition.gov/far/index.html

I 52.242-15 I Stop Work Order I Aug 1989

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G. CONTRACT ADMNISTRATION DATA

G.1. Contracting Officer

a. The Contracting Officer (CO) is the only individual who can legally commit or obligate the Government to the expenditure of public funds.

b. The CO is the only person authorized to make and changes or approve any changes in any of the requirements of the contract, and notwithstanding any provision contained elsewhere in this contract, the said authority remains solely with the CO. In the event the contractor makes any changes at the direction of any person other than the CO, the changes will be considered to have been made without authority and no adjustments will be made in the contract price to cover any increase in costs incurred as a result thereof.

c. The CO whose name is shown below will affect all contract administration. Communications pertaining to contract administration matters will be addressed to the CO. No changes in, or deviations from, the scope of work shall be effect without a supplemental (modification) executed by the CO authorizing such changes.

d. The contract will be administered by Contract Officer: Sonia Nelson, IRS-Division of Acquisition Policy, 5300 Homestead Road NE, Rm #3066 Albuquerque, NM 87110. Phone:

505-248-4109; Fax: 505-248-4188.

e. Copies of all correspondence concerning this contract must be provided to the CO at the above address and shall reference to the contract number.

f. The CO reserves the right to appoint a COR.

G.2. Contracting Officer's Technical Representative (COTR)

The Contracting Officer will designate a representative in dealing with the Contractor at the site, to administer the technical aspects of the contract and to assure compliance. The representative has no authority to issue change orders or otherwise authorize changes, which would affect the contract price, specifications, conditions or period of performance. Designation of a COTR will be issued when the contract is awarded.

G.3. Contractor's Representatives

The following Contractor's representatives are 1) the individual with whom the Government may contact during the period of the contract for prompt action on matters pertaining to the administration of the contract and 2) the individual authorized to sign the contract:

1) NAME: 2) NAME:

TITLE: TITLE:

PHONE: PHONE:

FAX: FAX:

E-MAIL: E-MAIL:

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G.4. Invoice and Payments

The contractor shall be paid in accordance with 52.232-7 "Payments under Time-and-Materials and Labor-Hour Contracts". Copies of invoices/receipts to the contractor for allocable and allowable other direct costs to this contract which are not covered by the labor hour rates listed in Section B, shall be submitted with the monthly invoice to the government, for any single item or service over $500, or any group of similar items or services over $500.

The Contractor shall submit itemized monthly invoice(s) to IHS-DEDP, Attn: COTR (to be named later), 5300 Homestead Road NE, Albuquerque, NM, 87110, for review and certification for services. The COTR shall submit the reviewed and certified invoice(s) to the CO for approval. The CO will return the invoice( s) to the COTR. The COTR will complete the Receiving Report. The invoice(s) and receiving report shall be sent to the IHS Albuquerque Area Financial Management Branch (Albq, NM) for payment processing.

The Contractor shall submit itemized monthly invoice(s) with the following information to the

COTR:

a. Invoice number and date

b. Contract number

c. Name, title, phone number and mailing address of person who can knowledgeably discuss the invoice in the event of a defective invoice.

d. Dates of service (one month per invoice), number of hours worked, hourly rate, other reimbursable allowable costs, and total amount due

e. All supporting documentation. i.e. Monthly report

If an invoice is returned to the contractor for revisions, the revised invoice must be marked

"REVISED INVOICE".

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H. SPECIAL CONTRACT REQUIREMENTS

H.l. Division of Labor Wage Determination

The Service Contract Act mandates that all Federal Government service contracts over $2,500 must contain the appropriate Service Contract wage determinations. The Act requires the contractor to pay its employees at least the minimum wages and fringe benefits as established by the Department of Labor. The wage rates for Option Years shall be incorporated into the contract by modification when the option to extend the services is exercised. (Attachment J.2)

H.2. Confidentiality of Information

All materials furnished or produced by the Contractor, relating to work performed, researched, or derived under this contract, including but not limited to documents, software, reports and correspondence will remain confidential. The contractor shall not release information to any persons, groups of persons, or organization other than the IHS. Breach of confidentiality may be grounds for rescission of this contract.

Any presentation of any statistical or analytical material or reports based on information obtained from the studies or services covered by this contract will be subject to review the COR before publication or dissemination for accuracy of factual data and interpretation.

H.3. Information Security

The contractor shall comply with all applicable IHS information technology security requirements and procedures.

H.4. Business Associate Agreement

Pursuant to the Health Insurance Portability and Accountability Act {HIPAA) of 1996 and its implementing regulation, the Standards of Privacy of Individual Identifiable Health Information at 45 C.F.R. Part 160 and 164, Subpart A and E ("Privacy Rule"), the Indian Health Service is required to enter into an agreement with the Business Associate, pursuant to which the Business Associate shall comply with and appropriately safeguard Protected Health Information ("PHI") that it will use and disclose when performing functions, activities or services ("Services") for the Indian Health Service. The Business Associate by signing the contract shall comply with the following terms in addition to other applicable contract terms and conditions relating to the safekeeping, use and disclosure of PHI.

Definitions Terms used in this Agreement, but not otherwise defined, shall have the same meaning as those terms contained within the Privacy Rule.

a. Agreement: "Agreement" shall mean this clause and any other provisions of this contract that are incorporated by reference;

b. Business Associate: "Business Associate" shall mean the Contractor, also known as [Insert Business Associate's Name at award];

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c. Covered Entity: "Covered Entity" shall mean the Indian Health Service;

d. Designated Record Set: "Designated Record Set" shall mean (1) a group of records maintained by or for a covered entity that is: (i) The medical records and billing records about individuals maintained by or for a covered health care provider, (ii) The enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan, or (iii) Used, in whole or in part, by or for the covered entity to make decisions about individuals. (2) For purposes ofthis paragraph, the term record means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for a covered entity. (45 C.F.R. § 164.501)

e. Individual: "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. §

164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g);

f. Privacy Rule: "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E;

g. Protected Health Information: "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 164.501, limited to the information created or received by the Contractor from or on behalf ofthe IHS; Required By Law: "Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.501;

h. Required By Law: "Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R. §164.501;

i. Secretary: "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or his designee.

Section 1 - Privacy Rule Compliance The Business Associate agrees to comply with the Business Associate Agreement requirements under the Privacy Rule and the provisions of this Agreement throughout the term of this Agreement. The Business Associate agrees that it will require all of its agents, employees, subsidiaries, affiliates and subcontractors, to whom the Business Associate provides PHI, or who create or: receive PHI on behalf of the Business Associate for the IHS, to comply with the Privacy Rule and to enter into a written agreement with the Business Associate that provides the same restrictions, terms and conditions as set forth in this Agreement. Any subcontracts shall be let as provided for in this contract but, notwithstanding any exemption from any requirement for written consent contained in the subcontracting clause, the Business Associate shall nonetheless obtain the Contracting Officer's written consent before placing any subcontract pursuant to which the contractor discloses PHI to the subcontractor.

Section 2 - Permitted Uses and Disclosures The Business Associate shall not use or disclose PHI except as provided for in this Agreement, the Privacy Rule or other applicable law, to perform functions, activities or services for or on behalf of the $S as specified herein. The Business Associate agrees that it may use or disclose PHI on behalf of the IHS only; {I) upon obtaining the authorization of the patient to whom the PHI pertains (45C.F.R. §§ 164.502(a)(I)(iv) and 164.508(b»; (2) for the purpose of treatment, payment or health care operations (45 C.F.R. §§ 164.502(a)(I)(ii) and 164.506); or (3) without an authorization or consent, if in accordance with 45 C.F.R. §§ 164.506, 164.510, 164.512, 164.514(e), 164.514(t) or 164.514(g). Except as otherwise limited in this Agreement, the

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Business Associate may use PHI for the management and administration of the Business Associate or to carry out responsibilities of the Contractor required by law.

Section 3 - Safeguards The Business Associate shall develop and use appropriate procedural, physical and electronic safeguards to protect against the use or disclosure of PHI or the Privacy Rule. The Business Associate will limit any use, disclosure or request for use or disclosure of PHI to the minimum amount necessary to accomplish the intended purpose of the use, disclosure or request in accordance with the requirements of the Privacy Rule.

Section 4 - Safeguards for Electronic PHI The Business Associate shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic PHI that it creates, receives, maintains, or transmits on behalf of the IRS as required by 45 c.P.R. part 164, subpart C, Security Standards for the Protection of Electronic Health Information.

Section 5- Reporting of Disclosure The Business Associate shall promptly report to the IHS any knowledge of uses or disclosures of PHI that are not in accordance with this Agreement or applicable law. In addition, the Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI by the Business Associate in violation of the requirements of the Privacy Rule.

Section 6 - Records: IRS Access The Business Associate shall maintain records of PHI received from or created or received on behalf of the IHS and shall document subsequent uses and disclosures of such information by the Business Associate. The Business Associate shall promptly make available to the IRS, such information as the IRS may require to fulfill its obligations to provide access to, provides a copy of, and account for disclosures with respect to PHI pursuant to the Privacy Rule (e.g .. 45 C.P.R.

§ 164.528 (individual request for an accounting of PHI disclosures» and other applicable law.

Section 7 - Records; Individual Access The Business Associate shall maintain a designated record set, as defmed by the Privacy Rule (45 C.P.R. § 164.501), for each patient for which it has PHI. In accordance with a patient's right to access his PHI under the Privacy Rule, the Business Associate shall make available all PHI in the patient's designated record set to the patient to whom that information pertains, or to the patient's authorized representative, upon request by the patient or his authorized representative to meet the requirements under 45 C.F.R. § 164.524. The Business Associate shall document all disclosures under this section and shall promptly make such information available to the IHS pursuant to section 6 above.

Section 8 - Disclosure Upon request, the Business Associate shall make available to the IHS or to the Secretary, PHI and the Business Associate's internal practices, books and records, including its policies and procedures, including any agreements required by Section 1 with subcontractors, vendors and

SOLICITATION #10-236-S0L-00031 IHS - Division of Epidemiology and Disease Prevention Colorectal Cancer Screening Needs Assessment and Endoscopic Survey Tool Page 10 of31 other agents relating to the use and disclosure of PHI received from the IHS, or created or received by the Business Associate on behalf of the IHS, for purposes of determining the IHS' compliance with the Privacy Rule. The Business Associate shall not disclose PHI to any requesting party other than as provided for in this section and sections 2 and 7 above. The Business Associate shall forward all other requests to the illS for handling.

Section 9 - Amendments of Information The Business Associate shall make PHI available to the IHS for the IHS to fulfill its obligations pursuant to the Privacy Rule to amend PHI and shall, as directed by the illS, incorporate any amendments into PHI held by the Business Associate and ensure incorporation of any such amendments into PHI held by its agents or subcontractors. The Business Associate shall not make any amendments to PHI and shall forward all amendment requests to the IHS Contracting Officer for approval.

Section 10 - Obligations of the illS The IHS Contracting Officer shall provide the Business Associate with its notice of privacy practices, produced under 45 C.F.R. § 164.520 and any changes to the notice. The IHS Contracting Officer shall also provide the Business Associate with any changes in, or revocation of, individuals' authorizations to use or disclose PHI, if such changes affect the Business Associate's permitted or required uses or disclosures of PHI. The illS Contracting Officer shall notify the Business Associate of any restrictions to the use or disclosure of PHI that the IHS has agreed to pursuant to an individual's request under 45 C.F.R. § 164.522. The illS shall not request that the Business Associate use or disclose pm in any manner that would violate the Privacy Rule if done by the illS.

Section 11 - Material Breach: Termination If the Business Associate breaches a material obligation of this Agreement or fails to comply with the Privacy Rule, the IHS will give the Contractor an opportunity to cure the breach, but if the Contractor fails to cure the breach, the IRS will terminate the Agreement, as provided in FAR 52.249-6, Alternate IV. If, at the determination of the IHS Contracting Officer, neither cure nor termination are feasible, illS shall report the material breach to the Secretary. Termination of this Agreement shall not affect any provision of this Agreement which, by its wording or nature, is intended to remain in effect and to continue to operate in the event of termination. Termination of the underlying contract between the parties will result in the termination of this Agreement.

Section 12 - Return or Destruction of Information When this Agreement/contract terminates, the Business Associate, at the IHS's option, shall return to the IHS, or destroy, all PHI in its possession, and keep no copies ofPRI except as requested by the illS or required by law. The IRS Contracting Officer shall notify the Business Associate whether the Business Associate must return or destroy any pm in its possession. If the Business Associate or its agent or subcontractor destroys any PHI, then the Business Associate will provide the IRS with documentation evidencing such destruction. Any PHI maintained by the Business Associate shall continue to be extended the same protections set forth in this Agreement for as long as it is maintained.

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Section 13 - Terrn The tern of this Agreement shall begin on the effective date of this modification and or contract award and end with the completion of the contract, except as provided in Section 12.

Section 14 - Amendment of Agreement After the date of execution of this Agreement and after learning that material changes have been made to the Privacy Rule, the parties agree to amend this Agreement to ensure that it complies with the Privacy Rule and that illS can continue to comply with the Privacy Rule.

Section 15 - Miscellaneous Provisions

(1) All notices under this Agreement shall be as provided in this contract;

(2) This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the Parties and their successors and assigns. Any novation, assignment, or other transfer of rights, interests, or duties under this Agreement by the Contractor shall be as provided in this contract;

(3) Any ambiguity in this Agreement shall be resolved to bring the Agreement into compliance with the most current version of the Privacy Rule; if a court of competent jurisdiction deems any provision of this Agreement unenforceable, such provision shall be severed from this Agreement and every other provision of the Agreement shall remain in full force and effect.

(4) If a court of competent jurisdiction deems any provision of this Agreement unenforceable, such provision shall be severed from this Agreement and ever other provision of the Agreement shall remain in full force and effect.

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I. CONTRACT CLAUSES

1.1. 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, full text of a clause may be accessed electronically at this address:

http://www.arnet.gov /far/index.html

FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES

FAR CLAUSE

52.202-1 52.202-3 52.203-5 52.203-6 52.203-7 52.203-8

52.203-10 52.203-12

52.204-4 52.204-7 52.204-9 52.209-6

52.215-2 52.215-8 52.215-10 52.215-12 52.215-14 52.215-15 52.215-16 52.215-18

52.215-19 52.219-8 52.222-3 52.222-19 52.222-21 52.222-26 52.222-35

52.222-36 52.222-41

CLAUSE TITLE

Definitions Gratuities Covenant Against Contingent Fees Restrictions on Subcontractors Sales to the Government Anti-Kickback Procedures Cancellation, Rescission, and Recover of Funds For Illegal or Improper Activity Jan 1997 Price or Fee Adjustment for Illegal or Improper Activity Jan 1997 Limitation on Payments to Influence Certain Federal Transactions Sep 1997 Printed or Copied Double-Sided on Recycled Paper Aug 2000 Central Contractor Registration Apr 2008 Personal Identity Verification of Contractor Personnel Sept 2007 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed For Debarment Audit and Records - Negotiation Order of Precedence - Uniform Contract Format Price Reduction for Defective Cost or Pricing Data Subcontractor Cost or Pricing Data Integrity of Unit Prices Pension Adjustments and Asset Reversions Facilities Capital Cost of Money Reversion or Adjustment of Plans for Postretirement Benefits (pRB) Other Than Pensions Notification of Ownership Changes Utilization of Small Business Concerns Convict Labor Child Labor-Cooperation with Authorities and Remedies Prohibition of Segregated Facilities Equal Opportunity Affmnative Action for Disabled Veterans and Veterans of the Vietnam Era Affirmative Action for Workers with Disabilities Service Contract Act of 1965, as amended

CLAUSE DATE

Ju12004 Apr 1984 Apr 1984 Sept 2006 Jul1995

Sep 2006 Mar 2009 Oct 1997 Oct 1997 Oct 1997 Oct 1997 Oct 2004 Jun 2003

July 2005 Oct 1997 May 2004 Jun 2003 Feb 2008 Feb 1999 Mar 2007

Sept 2006 Jun 1998 Nov2007

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52.222-43 Fair Labor Standards Act and Service Contract Act- Price Adjustment (Multiple Year and Option Contracts) Combating Trafficking in Persons Employment Eligibility Verification Drug Free Workplace Privacy Act Notification Privacy Act Restrictions on Certain Foreign Purchases Authorization and Consent Notice and Assistance Regarding Patent and Copyright Infringement Patent Rights - Ownership by the Contractor Rights in Data Rights in Data - Special Works Federal, State, and Local Taxes State of New Mexico Gross Receipts and Compensating Tax Limitation on Withholding of Payments Extras Interest Limitation of Costs Assignment of Claims Prompt Payment Payment by Electronic Funds Transfer-Central Contractor Registration Disputes Protest After Award Applicable Law for Breach of Contract Claim Protection of Government Buildings, Equipment, and Vegetation Notice of Intent to Disallow Costs Bankruptcy Changes-Time-And-Materials or Labor-Hours Limitation of Liability-Services Termination (Cost Reimbursement), Alternate W Excusable Delays Computer Generated Forms

52.222-50 52.222-54 52.223-6 52.224-1 52.224-2 52.225-13 52.227-1 52.227-2

52.227-11 52.227-14 52.227-17 52.229-3 52.229-10

52.232-9 52.232-11 52.232-17 52.232-20 52.232-23 52.232-25 52.232.33

52.233-1 52.233-3 52.233-4 52.237-2

52.242-1 52.242-13 52.243-3 52.246-25 52.249-6 52.249-14 52.253-1

Nov 2007 Feb 2009 Jan 2009 May 2001 Apr 1984 Apr 1984 Jun 2008 Dec2007

Dec 2007 Dec 2007 Dec 2007 Dec 2007 Apr2003

Apr2003 Apr 1984 Apr 1984 Oct 2008 Apr 1984 Jan 1986 Oct 2008

Oct 2003 Jul2002 Aug 1996 Oct 2004

Apr 1984 Apr 1984 Jul 1995 Sept 2000 Feb 1997 May 2004 Apr 1984 Jan 1991

1.2. 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (DATE)

(a) During the term of this contract, the Contractor shall post a notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices

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(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relation Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any website that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's website that contains the full text of the poster. The link to the Department's website, as referenced in (b) (3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers."

(b) This required notice, printed by the Department of Labor, can be-

(1) obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW Room N-5609, Washington, DC 20210 ,(202) 693-0123, or from any field office of the Office of Labor- Management Standards or Office of Federal Contract Compliance Programs; or

(2) provided by the Federal contracting agency, if requested; or (3) downloaded from the Office of Labor-Management Standards web site at www.dol.gov/olms/regs/complianceIE013496; or(4) Reproduced and used as exact duplicate copies ofthe Department of Labor's official poster.

(c) The required text of the Employee Notification referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor shall comply with all provisions of the Employee Notice and related rules, regulations, and orders ofthe Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs

(a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and FAR Subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR Part471 , which implements E.O. 13496 or as otherwise provided by law.

(f) Subcontracts. (1) The Contractor shall include the substance of the provisions of paragraphs

(a) through (f) of this clause in every subcontract that exceeds $10,000 unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor and subcontractor are not permitted to procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this subpart.

(3) 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 non compliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

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1.3. 52.232-7Payments under Time-And-Materials and Labor-Hour Contracts

(FEB 20Q7)

The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative:

(a) Hourly rate.

(1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(i) Performed by the Contractor;

(ii) Performed by the subcontractors; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed.

(3) The hourly rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer), to the Contracting Officer or authorized representative. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by-

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or

(iii) Other substantiation approved by the Contracting Officer.

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative.

(7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests. The Contracting Officer may require a withhold of 5 percent of the amounts due under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph (g) of this clause.

(8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the

Colorectal Cancer Screening Needs Assessment and Endoscopic Survey Tool Page 16 of 31 premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(b) Materials.

(1) or the purposes of this clause-

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and

(D) Applicable indirect costs.

(2) If the Contractor furnishes its own materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(i) Quantities being acquired; and

(ii) Actual cost of any modifications necessary because of contract requirements.

(3) Except as provided for in paragraph (b) (2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor-

(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract.

The Contracting Officer will determine allowable costs of materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(5) The Contractor may include allocable indirect costs and other direct costs to the extent they are-

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices; and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.

(6) To the extent able, the Contractor shall-

(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons. The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit ofthe Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government.

(7) Except as provided for in 31.205-26( e) and (t), the Government will not pay profit or fee to the prime Contractor on materials.

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(c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244- . 2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) Total cost. It is estimated that the total cost to the Government for the performance ofthis contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate ofthe total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate ofthe total amount of effort to be required under the contract.

(e) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the "completion voucher" and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, Colorectal Cancer Screening Needs Assessment and Endoscopic Survey Tool Page 18 of31 shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(l) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor.

(2) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(h) Interim payments on contracts for other than services.

(1) Interim payments made prior to the fmal payment under the contract are contract financing payments. Contract fmancing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(i) Interim payments on contracts for services. For interim payments made prior to the fmal payment under this contract, the Government will make payment in accordance with the Prompt Payment Act (31 V.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

1.4. HHSAR 352.202-1Definitions (JANUARY2006)

(a) In accordance with 52.202-1 (a)(l), substitute the following as paragraph (a):

"(a) The term "Secretary" or "Head of the Agency" (also called "Agency Head") means the Secretary, Deputy Secretary, or any Assistant Secretary, Administrator or Commissioner of the Department of Health and Human Services; and the term "his/her duly authorized representative" means any person, persons, or board authorized to act for the Secretary."

(b) In accordance with 52.202-1 (a)(l), add the following paragraph (h):

"(h) The term "Project Officer" means the person who monitors the technical aspects of contract performance. The Project Officer is not authorized to issue any instructions or directions which cause any increase or decrease in the scope of work which would result in the increase or decrease in the price of this contract, or changes in the delivery schedule or period of performance of this contract. If applicable, the Project Officer is not authorized to receive or act upon any notification or revised cost estimate provided by the Contractor in accordance with the Limitation of Cost or Limitation of Funds clauses of this contract."

1.5. HHSAR 352.224-70 Privacy Act (January 2006)

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This contract requires the Contractor to perform one or more ofthe following: (a) Design; (b) develop; or (c) operate a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) (5 U.S.C. 552a(m)(1)) and applicable agency regulations. The term "system of records" means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. Violations ofthe Act by the Contractor and/or its employees may result in the imposition of criminal penalties (5 U.S.c. 552a(i)). The Contractor shall ensure that each of its employees knows the prescribed rules of conduct and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as HHS employees. These provisions also apply to all subcontracts awarded under this contract which require the design, development or operation of the designated system(s) of records (5 U.S.C. 552a(m)(1)). The contract work statement: (a) identifies the system(s) of records and the design, development, or operation work to be performed by the Contractor; and (b) specifies the disposition to be made of such records upon completion of contract performance.

1.6. HHSAR 352.227-70 Publications and Publicity (January 2006)

(a) Unless otherwise specified in this contract and the Confidentiality of Information clause is included, the Contractor is encouraged to publish the results of its work under this contract. A copy of each article submitted by the Contractor for publication shall be promptly sent to the Project Officer. The Contractor shall also inform the Project Officer when the article or other publication is published, and furnish a copy of it as finally published.

(b) The Contractor shall include in any publication resulting from work performed under this contract a disclaimer reading as follows:

"The views expressed in written conference materials or publications and by speakers and moderators at HHS-sponsored conferences, do not necessarily reflect the official policies of the Department of Health and Human Services; nor does mention of trade names, commercial practices, or organizations imply endorsement by the U.S. Government."

(c) Unless authorized by the Project Officer, the contractor shall not display the HHS logo on any conference materials or publications.

1.7. HHSAR 352.233-71 Litigation and claims (January 2006)

The Contractor shall provide written notification immediately to the Contracting Officer of any action, including any proceeding before an administrative agency, filed against the Contractor arising out of the performance of this contract, including, but not limited to the performance of any subcontract hereunder; and any claim against the Contractor the cost and expense of which is allowable under the clause entitled "Allowable Cost and Payment." Except as otherwise directed by the Contracting Officer, the Contractor shall furnish immediately to the Contracting Officer copies of all pertinent papers received by the Contractor with respect to such action or claim. To the extent not in conflict with any applicable policy of insurance, the Contractor may, with the Contracting Officer's approval, settle any such action or claim. If required by the Contracting Officer, the Contractor shall effect an assignment and subrogation in favor of the Government of all the Contractor's rights and claims (except those against the Government) arising out of any such action or claim against the Contractor; and authorize representatives of

SOLICITATION #10-236-S0L-00031 IHS - Divisionof Epidemiologyand DiseasePrevention Colorectal Cancer ScreeningNeedsAssessmentand EndoscopicSurvey Tool Page 20 of 31 the Government to settle or defend any such action or claim and to represent the Contractor in, or to take charge of, any action. If the settlement or defense of an action or claim is undertaken by the Government, the Contractor shall furnish all reasonable assistance in effecting a settlement or asserting a defense. Where an action against the Contractor is not covered by a policy of insurance, the Contractor shall, with the approval of the Contracting Officer, proceed with the defense of the action in good faith.