solicitation_document__15738.pdf

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

2013-N-15738

6. SOLICITATION

ISSUE DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

8/19/2013

2PM 9. ISSUED BY CODE 458 10. THIS ACQUISITION IS 12. DISCOUNT TERMS

Natl. Institute for Occupational Safety & Health

626 Cochrans Mill Road

P.O. Box 18070

Pittsburgh, PA 15236-0070

UNRESTRICTED

X SET ASIDE: 100 % FOR

X SMALL BUSINESS

SMALL DISADV. BUSINESS

8(A)

SIC: 541990

SIZE STANDARD: $14 M

X SEE SCHEDULE

13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB X RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE 3635

Ctrs for Disease Control & Prevention (Pgh) Acquisition & Assistance Field Branch PO Box 18070, 626 Cochrans Mill Rd Pittsburgh, PA 15236-0070

CODE

18a. PAYMENT WILL BE MADE BY CODE 434

Centers for Disease Control and Prevention (FMO) PO Box 15580 404-718-8100 Atlanta, GA 30333-0080

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

“See Continuation Page”

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES

TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT

TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29.

AWARD OF CONTRACT: REFERENCE OFFER

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (Signature of Contracting Officer)

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

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (Type or print)

Cynthia Y. Mitchell

31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN 33. SHIP NUMBER 34. VOUCHER NUMBER

RECEIVED INSPECTED

PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

32b. SIGNATURE OF AUTHORIZED GOV’T REPRESENTATIVE 32c. DATE COMPLETE PARTIAL FINAL

41a. I CERTIFY THIS AMOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER

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42b. RECEIVED AT (Location)

42c. DATE REC’D 42d. TOTAL CONTAINERS

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AUTHORIZED FOR LOCAL REPRODUCTION SEE REVERSE FOR OMB CONTROL NUMBER AND PAPERWORK BURDEN STATEMENT STANDARD FORM 1449 (10-95)

ACCEPTED, AND CONFORMS TO THE

CONTRACT, EXCEPT AS NOTED

35. AMOUNT VERIFIED

CORRECT FOR

17a. CONTRACTOR/

OFFEROR

FACILITY

CODE

IS CHECKED

Page i

TABLE OF CONTENTS

Section Document/Clause/Provision Page No.

A Standard Form 1449

B Continuation of SF1449 (Block 19 – 24) 2

C Contract Clauses 11

D Contract Documents, Exhibits or Attachments 11

E Solicitation Provisions 29

Contract No. 2013-N-15658

SECTION B - CONTINUATION CONTINUATION OF SF1449

ITEM SUPPLIES / SERVICES QTY / UNIT UNIT PRICE EXTENDED PRICE

0001 EHR I & O Pilot Study

Base Period: 18 Months

1 Job

Option Period 1 ( 12 months)

ITEM SUPPLIES / SERVICES QTY / UNIT UNIT PRICE EXTENDED PRICE

0002 Deliverables

1 Job

Payment Schedule

Contract payments shall be made monthly in accordance with the schedule of deliverables.

Statement of Work

Scope of work for: Healthcare organization (contractor) to pilot capture of patient

Industry and Occupation data into an Electronic Health Record.

Purpose

The purpose of this solicitation is to obtain the services of a primary healthcare organization to design and conduct a pilot project to capture patient Industry (I) and Occupation (O) data into their electronic health records (EHR) system.

Background

NIOSH aims to contract for a pilot project to demonstrate feasibility of incorporating information about patients’ work, specifically patient Industry (I) and Occupation (O) information, into Electronic Health Records (EHRs).

Incorporation of information about patient work into medical records has the potential to improve care for patients’ work-related health issues and health issues that are affected by work, and to improve occupational public health surveillance. An Institute of Medicine (IOM) committee assembled to study incorporation of work information into the EHR (“Incorporation of Occupational Information in Electronic Health Records” ) concluded that “occupational information could contribute to fully realizing the meaningful use of EHRs in improving individual and population health care.” The committee also noted that conducting demonstration projects is paramount to proving the feasibility of capturing useful work information in healthcare settings. Because patient work information has historically been captured into notes fields rather than into dedicated data fields, methods for capturing, storing, and managing this information in EHRs must be piloted. The aim of this project is to assess the feasibility and value of capturing patient I and O in the EHR of a primary care organization. Capturing this information is not intended to introduce new data collection, rather to formalize the capture of patient information often queried as part of a standard physical and history-taking.

Improvements are needed in the clinical care of occupational conditions and conditions that may be affected by work. Enhancements in clinical practice may be aided through infrastructure support for collecting, managing, and using work information. When programmed to capture and utilize work information, the EHR can be a powerful tool to support healthcare providers in caring for their working patients and their families, such as by providing direct access to diagnostic and treatment guidelines (e.g., clinical decision support, or CDS). Demonstrating how patient work information can be incorporated into the EHR will lay the foundation for implementing CDS based on work information. Importantly, the capability to manage I and O data has been proposed for inclusion in EHR Certification Criteria by the Office of the National

Coordinator (ONC) for Health IT.

Inclusion of work information in EHRs also provides an unprecedented opportunity to improve surveillance of the occupational health status of the U.S. workforce. In the absence of a national occupational health surveillance system, and with the lack of structured work information in clinical data sets except in limited circumstances (i.e., emergency department injury cases), public health has been limited to using primarily administrative and secondary data to track work-related injuries and illnesses. This constrains the capacity of public health to monitor the health of workers, thereby limiting knowledge of risks, challenges, and evidence-based care recommendations for workers to stay healthy.

In summary, the national transition to EHRs presents a singular opportunity to build into the nation’s healthcare system the capacity for improved healthcare for working patients and improved surveillance for work-related conditions. EHRs provide the ability to manage complex and longitudinal information on patients’ health and healthcare, as well as factors that are associated with health, such as work. Incorporating patients’ work information into the EHR is a cost-effective way to ensure that occupational health will not be excluded from surveillance opportunities. The health of working people (half of the U.S. population), will benefit immediately and in the future.

The contractor will complete the following specific tasks:

1) Establish and execute an internal communication plan for the project “Incorporation and use of work information in the EHR.”

2) Develop requirements and plans for modifying the contractor EHR system.

3) Modify and perform quality assurance and user acceptance testing of the EHR system.

4) Use the EHR to capture, store, manage, and report current patient I and O for a minimum of 12 consecutive months and provide cumulative de-identified patient I and O and demographic data to NIOSH at monthly intervals.

Scope of Work

Task 1- Establish and execute an internal communication plan for the project

“Incorporation and use of work information in the EHR”

a. The contractor will arrange and conduct an initial teleconference meeting with the

NIOSH Project Officer and other relevant NIOSH staff within two weeks of the effective date of the contract. The purpose of the meeting will be to review and clarify the scope of work and delivery schedule for tasks, delineate roles and responsibilities, and establish communication protocols. Each task and deliverable will be reviewed. The contractor will submit an agenda at least two days prior to the scheduled meeting.

b. The contractor will maintain regular communications with the NIOSH Project Officer.

The chief means of communication will be via phone calls that will be scheduled bi-weekly, at a minimum, throughout the period required to complete the project. Additional calls will be scheduled as needed. The contractor will provide an agenda and meeting minutes for each call. All conference calls will be scheduled and administered by the contractor. The contractor will respond to all emails and telephone communications from the Project Officer within 2-3 working days.

c. By the 10th day following the month being reported, the contractor will submit a monthly progress report containing the current status of work. The report will contain, at a minimum, the current progress on each of the requirements set forth in Task 1, any problems encountered during the month, solutions implemented, any changes in planned activity for the upcoming month, and any other information mutually agreed upon by the contractor and the NIOSH Project Officer.

d. The contractor will submit any needed Human Subjects/IRB application(s) as soon as possible following award of this contract.

Task 2. Develop requirements and plans for modifying the contractor EHR system.

a. Develop a Project Management Plan to document the rationale for the project, the work to be done and the deliverables, the personnel to be involved in the project, and the timelines involved in carrying out the project. The Project Management Plan will name the members of the project team, including a coordinator for the project and a point of contact for NIOSH (may be the same as project coordinator).

b. Develop a Requirements Analysis to describe the changes that will be made to the contractor EHR system, including the functional and non-functional requirements of the modified system. The Requirements Analysis will describe changes to the EHR system that meet the following high-level requirements (1 through 13):

1. The EHR will include at least these fields

i. Text for current patient Industry (I),

ii. Text for current patient Occupation (O),

iii. Census Coding System (2010 version) code for the narrative I, and

iv. Census Coding System (2010 version) code for the narrative O.

2. The contractor is not required to convert the narrative I and O entries to Census codes for this contract; however, there is no disincentive to do so.

3. The date and time the data are captured must be permanently retained and associated with the data.

4. I and O must be permanently linked to one another for each position held; i.e., together, the I and O data reflect a single job. Each job will be characterized by one I and one O.

5. There is no disincentive to capturing the ‘usual’ or longest held occupation and industry of patients who are no longer working. Capturing data such as these may be of interest to the contractor, however there is no requirement to record them.

6. The EHR will accommodate I and O for multiple current positions, since a patient could be working currently in more than one job.

7. The history of current I and O entries must be retained in the EHR system; i.e., the

EHR shall contain a record of prior I and O entries, with date and time stamps.

8. Data entry for current I and O must be operational in the user interfaces most appropriate for the staff responsible for entering the data (see Task 3).

9. Captured current I and O must be visible in the EHR to healthcare providers per the clinic’s business requirements.

10. I and O codes must be available for query and reporting, and incorporated in at least one standard report generated by the EHR system. (This is contingent upon

NIOSH providing coded data back to the contractor).

11. The EHR will be able to generate reports of de-identified current I and O for multiple patients based on ad hoc time intervals.

12. Changes made to the current I and O must be documented via an audit trail according to best practices for the EHR in the clinic.

13. The requirements developed by the clinic will be subject to review and approval by NIOSH subject matter experts before application development begins.

c. Develop a Design Document to document detailed design aspects of the modified EHR system to facilitate modifications by the EHR programmers.

d. Develop a Test Plan to document the plan to test the modified system to ensure that all requirements are met. The Test plan will include or be accompanied by plans to train staff to use the modified system and to capture patient I and O information. Staff training will be conducted in collaboration with NIOSH staff who have extensive experience with I and O data. Relevant training materials will be provided by NIOSH; costs for NIOSH staff travel, if any, to be paid by NIOSH.

e. Prepare a User Manual/Instructions for users of I and O fields in the modified system.

f. By the 10th day following the month being reported, the contractor will submit a monthly progress report containing the current status of work. The report will contain, at a minimum, the current progress on each of the requirements set forth in Task 2, any problems encountered during the month, solutions implemented, any changes in planned

Task 3 - Modify and perform quality assurance and user acceptance testing of the EHR system.

a. Test the new I and O fields in the EHR system to ensure that the I and O data can be captured into and stored in these fields according to specifications above. Communicate the results of tests to NIOSH.

b. Based on testing, prepare an Implementation Plan, which will describe how the modifications to the EHR system will be rolled out in a real (vs. test) environment.

c. Demonstrate the modified system, specifically, the use and performance of the new I and

O fields, to the NIOSH project office and relevant NIOSH staff.

d. By the 10th day following the month being reported, the contractor will submit a monthly progress report containing the current status of work. The report will contain, at a minimum, the current progress on each of the requirements set forth in Task 3, any problems encountered during the month, solutions implemented, any changes in planned

Task 4 - Use the EHR to capture, store, manage, and report current patient I and O for a minimum of 12 consecutive months and provide cumulative de-identified patient I and O data to NIOSH at monthly intervals.

a) Capture patient I and O for at least 20% of adult (18 years of age and older) patients presenting for medical appointments. Notify NIOSH of start date for data capture.

b) For the purposes of data quality checks and feedback, provide NIOSH with monthly data files of de-identified patient I and O and associated demographic data with record locators. The minimum data set of demographic variables shall be age, sex, race/ethnicity and, if available, patient language. Data shall be provided in Excel or another format mutually agreed upon by the NIOSH Project Officer and the contractor.

c) At least quarterly, the contractor will assess and report back on success of I and O capture. The contractor will calculate and report to NIOSH the percentage of presenting patients for whom I and O information was captured, including refusal rates, and provide feedback on staff experience with recording I and O data.

d) At the end of the 12 month period, provide NIOSH with a cumulative data file for the entire period of data capture. Contractor will provide de-identified data and associated demographic data. Data shall be provided in an Excel file or in another standard data format agreed upon by the NIOSH Project Officer and the contractor.

e) By the 10th day following the month being reported, the contractor will submit a monthly progress report containing the current status of work. The report will contain, at a minimum, the current progress on each of the requirements set forth in Task 4, any problems encountered during the month, solutions implemented, any changes in planned

Period of Performance

The period of performance of this scope of work is 30 months from the date established at award for the contractor to start work on this Contract.

Qualifications

1) The healthcare organization must demonstrate the following:

a. A central focus on delivering primary care services. A commitment to serving underserved populations preferred. An applicant may apply on behalf of its subsidiary primary-care organization serving such a population (e.g., a hospital may apply on behalf of its associated primary care health center or community-based clinic, as long as it is clear that the data capture will occur at the primary care organization).

b. An occupationally diverse patient population, i.e., not a population that derives from a single occupational group, e.g, a clinic serving primarily farmworkers or serving only miners. The demographic makeup (age, race, ethnicity, percent low-income) of the patient population should be briefly described in the applicant’s proposal. If information is available, applicant should describe the proportion of patient population known to be employed and any other employment characteristics of the population, including occupation.

c. Demonstrated commitment to, or interest in, the occupational health of its patient population. The organization should have experience asking patients about their occupation, regardless of whether or not that information is captured in either notes fields or into dedicated fields for patient occupation.

d. Currently using a commercial EHR software program to manage patient health data. Assurance in the form of a letter from the Chief Information Office or other authority of the contractor organization, with regard to the acceptability of making he required modifications to the EHR, should accompany the application.

Requirements:

a. All documents (progress reports, Plans, etc.) shall be provided in .doc or .pdf formats, unless other format(s) are mutually agreed upon by the NIOSH Project

Officer and contractor.

b. The government shall have unlimited rights to all data provided. The data shall be provided via email as an Excel spreadsheet, SAS files or in another format agreed upon by the NIOSH Project Officer and the contractor. A data dictionary/explanation of variables shall also be provided, if applicable.

c. The Government shall be allowed 15 business days to review the deliverable(s) and provide the Contractor with any recommended changes. Upon receipt of the

Government’s review, the Contractor shall have 15 business days to make the requested changes and return the deliverable(s).

d. Proof of Human Subject Certification by the Contractor’s IRB and the NIOSH

HSRB, as necessary, must be obtained prior to NIOSH receiving any de-identified data.

Delivery Schedule

Base Period: (18 months)

Task Item Description Estimated due-dates

(from date the contract is awarded) 1 a Initial planning meeting agenda 2 weeks

1 b Establish a schedule of biweekly communication with NIOSH project officer 1 month

1 c Provide NIOSH with first monthly progress report 1 month

1 d Provide NIOSH with plan for obtaining Human Subjects/IRB approval/determination, if needed 2 months

2 a Provide NIOSH with copy of completed Project Management Plan. 2 months

2 b Provide NIOSH with copy of completed Requirements Analysis document.

8 months

2 c Provide NIOSH with completed Design Plan or equivalent summary describing relevant modifications to EHR system.

11 months

2 d Provide Test Plan or equivalent summary describing plan for testing modified system to NIOSH 13 months

2 e Provide NIOSH with copy of Users’ Manual 14 months

2 f Provide NIOSH with monthly progress report Months 2-14

3 a Provide test reports or relevant summarized information, e.g., qualitative results of testing, results of any user acceptance testing completed

16 months

3 b Provide NIOSH with completed Implementation Plan 16 months

3 c Provide NIOSH with evidence of acceptable operation (including repair of any identified bugs) of the modified EHR system (i.e., delivery of Business Product) e.g, via web demonstration of system.

18 months

3 d Provide NIOSH with monthly progress reports Months 15-18

Option 1: (12 months) Task Item Description Estimated due-dates

(from date the contract is awarded) 4 a Provide NIOSH with confirmation of the initiation of capture of I/O data at the contractor organization

19 months

4 b Provide NIOSH with files containing de-identified patient I and O data and demographic data.

19 to 30 months

4 c Provide NIOSH with quarterly progress report on ongoing data capture, noting challenges and rates of I and O capture.

22, 25, 28, 30 months

4 d Provide NIOSH with final data file containing I and O and demographic data, cumulative to 12 months of data capture

30 months

4 e Provide NIOSH with monthly progress report 19 to 30 months

Reference:

IOM (Institute of Medicine). 2011. “Incorporating Occupational Information in Electronic

Health Records: A Letter Report”. Available at:

http://www.nap.edu/catalog.php?record_id=13207 Accessed 05/28/2013 http://www.nap.edu/catalog.php?record_id=13207

Definitions:

Electronic Health Record

The Electronic Health Record (EHR) is a longitudinal electronic record of patient health and health-associated information generated by one or more encounters in any care delivery setting.

Electronic Medical Record is sometimes used synonymously with Electronic Health Record and is sometimes used to refer to only the clinical documentation component of the record. For the purposes of this Scope of Work, the EHR shall be a commercial package currently in use at the contractor organization that includes at least health-associated and clinical information.

Occupation

A set of activities or tasks that individuals are paid to perform or, if unpaid, define a person’s contribution to a household/family business/community. The same occupation can exist in different industries (e.g., the occupation “secretary” can be found in the construction industry or a funeral home business). Occupations are typically paid positions, but may be used to define activities performed without compensation (e.g., a volunteer fire fighter, unpaid family member working in family business). When a person’s activities are not associated with a business, the regular activities a person performs may describe his or her occupation (e.g., homemaker, student). Occupation provides information about potential workplace exposures to harmful substances/environments/hazards that can cause illness/injury and/or may impact a patient’s treatment plan. Knowledge of occupation may help a healthcare provider prevent future illness/injury by alerting the provider to potential exposures.

Industry

An economic/business sector comprised of businesses/enterprises concerned with the output of a specified category of products or services (e.g., the construction industry or the agriculture industry). Information on the industries in which a patient has worked can help alert a healthcare provider to his or her potential exposures. In the healthcare setting, this may direct providers to probe for information which can be used to identify emerging health issues and/or needs for monitoring, treatment, and prevention of illness/injury within a work environment. In addition, this term assists in differentiating between the same occupations producing different goods or services (e.g., production line worker in Automobile Manufacturing vs production line worker in

Poultry Processing).

SECTION C – CONTRACT CLAUSES

C.1 Period of Performance (Jul 1999)

The period of performance shall be (30) months with an eighteen (18) month base period with one Option Period of twelve (12) months.

(End of Clause)

C.2 Place(s) of Performance:

All work shall be performed at the contractor’s facitlity.

C.3 C.2 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

http://www.acqnet.gov http://farsite.hill.af.mil/

C.4 FAR 52.252-6 Authorized Deviations in Clauses (Apr 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Health and Human Services Acquisition Regulation (HHSAR) (48

CFR Chapter 3) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

C.5 FAR Clauses by Reference

FAR SOURCE TITLE AND DATE

52.202-1 Definitions (Jul 2004) (Deviation) (HHSAR 352.202-1) (Jan 2006)

52.242-15 Stop Work Order (Aug 1989)

52.227-14 Rights in Data-General (Dec 2007)

HHSAR SOURCE TITLE AND DATE

352.203-70 Anti-Lobbying (Jan 2006)

352.223-70 Safety and Health (Jan 2006)

352.227-70 Publications and Publicity (Jan 2006)

352.239-71 Standard for Encryption Language (Jan 2010)

352.239-72 Security Requirements for Federal Information Technology Resources (Jan 2010)

352.239-73 Electronic and Information Technology Accessibility (Jan 2010)

C.6 FAR 52.212-4 -- Contract Terms and Conditions -- Commercial Items (Jun 2013)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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, contract 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—Central Contractor Registration, or

52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor

Registration), 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 contract 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

Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 at 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C.

40118, Fly American; and 41 U.S.C. 423 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, and 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) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data.

To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting

Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible

Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the

Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR

Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database.

Information provided to the Contractor’s CCR record that indicates payments, including those made by

EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423, or 269-961-5757.

(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 Use 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” https://www.acquisition.gov/ agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

(3) 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.

C.7 FAR 52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders --

Commercial Items (Jan 2013)

(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) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(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:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L.

110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

___ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards

(Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements

(Jul 2010) (Pub. L. 111-5).

_X__ (6) 52.209-6, Protecting the Government’ Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C.

6101 note).

___ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Feb 2012) (41 U.S.C. 2313).

___ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations

(May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of

Division D of Pub. L. 110-161).

___ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15

U.S.C. 657a).

___ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (11) [Reserved]

_X_ (12) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (13) (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.

___ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C.

637(d)(2) and (3)).

___ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637

(d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (July 2010) of 52.219-9.

___ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X__ (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged

Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (20) 52.219-25, Small Disadvantaged Business Participation Program—

Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10

U.S.C. 2323).

___ (21) 52.219-26, Small Disadvantaged Business Participation Program—Incentive

Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-

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

_X__ (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012)

(15 U.S.C. 632(a)(2)).

___ (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-

Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)).

___ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB)

Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)).

_X__ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Mar

2012) (E.O. 13126).

_X_ (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

___ (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

_X_ (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29

U.S.C. 793).

___ (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

___ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations

Act (Dec 2010) (E.O. 13496).

_X_ (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (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.)

___…