A19e. NIOSH BAA 75D30125R00072 - Attachment F-5 Sample Clauses and CDC-Specific Terms.pdf

ATTACHMENT F-5 – SAMPLE CLAUSES AND CDC SPECIFIC TERMS

*Actual contract clauses, provisions, and CDC-specific terms may vary based on an offeror’s proposal and may differ per award.*

SAMPLE CLAUSES:

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):

https://www.acquisition.gov/browse/index/far

(End of Clause)

FAR Source TITLE DATE

52.202-1 Definitions Jun 2020

52.203-3 Gratuities Apr 1984

52.203-5 Covenant Against Contingent Fees May 2014

52.203-6 Restrictions on Subcontractor Sales to the Government Jun 2020

52.203-7 Anti-Kickback Procedures Jun 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

May 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May 2014

52.203-12 Limitation on Payments to Influence Certain Federal Transactions Jun 2020

52.203-13 Contractor Code of Business Ethics and Conduct Nov 2021

52.203-14 Display of Hotline Poster(s) Nov 2021

52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009

Jun 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

Nov 2023

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

Jan 2017

52.204-4 Printed or Copied Double-Sided on Recycled Paper May 2011

52.204-7 System for Award Management Oct 2018

52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

Jun 2020

52.204-13 System for Award Management Maintenance Oct 2018

52.204-19 Incorporation by Reference of Representations and Certifications Dec 2014

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

Nov 2021

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

Nov 2021

52.209-10 Prohibition on Contracting with Inverted Domestic Corporation Nov 2015

52.215-2 Audit and Records – Negotiation Jun 2020

52.215-8 Order of Precedence – Uniform Contract Format Oct 1997

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data Aug 2011

52.215-11 Price Reduction for Defective Cost or Pricing Data – Modifications

Jun 2020

52.215-12 Subcontractor Certified Cost or Pricing Data Jun 2020

52.215-13 Subcontractor Cost or Pricing Data – Modifications Jun 2020

52.215-14 Integrity of Unit Prices Nov 2021

52.215-21 Requirements for Cost or Pricing Data or Information

Other Than Cost or Pricing Data – Modifications – Alternate IV Nov 2021

52.219-1 Small Business Program Representations Feb 2024

52.219-8 Utilization of Small Business Concerns Feb 2024

52,219-28 Post Award Small Business Program Representation Feb 2024

52.222-3 Convict Labor Jun 2003

52.222-21 Prohibition of Segregated Facilities Apr 2015

52.222-26 Equal Opportunity Sep 2016

52.222-35 Equal Opportunity for Veterans Jun 2020

52.222-36 Affirmative Action for Workers with Disabilities Jun 2020

52.222-37 Employment Reports Veterans Jun 2020

52.222-38 Compliance with Veterans’ Employment Reporting Requirements Feb 2016

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

Dec 2010

52.222-50 Combating Trafficking in Persons Nov 2021

52.222-54 Employment Eligibility Verification May 2022

52.223-6 Drug-Free Workplace May 2001

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving

Jun 2020

52.225-13 Restrictions on Certain Foreign Purchases Feb 2021

52.225-25 Prohibition on Contracting with Entities in Certain Activities or Transactions Relating to Iran – Representations and Certifications

Jun 2020

52.226-1 Utilization of Indian Organizations and Indian-Owned Economic Enterprises

Jun 2000

52.227-1 Authorization and Consent – Alternate I Apr 1984

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

Jun 2020

52.227-11 Patent Rights-Ownership by The Contractor May 2014

52.227-14 Rights in Data – General Alternate IV Dec 2007

52.229-3 Federal, State, and Local Taxes Feb 2013

52.230-3 Disclosure and Consistency of Cost Accounting Practices Jun 2020

52.230-6 Administration of Cost Accounting Standards Jun 2010

52.232-1 Payments Apr 1984

52.232-2 Payments under Fixed-Price Research and Development Contracts

Apr 1984

52.232-8 Discount for Prompt Payment Feb 2002

52.232-9 Limitation on Withholding of Payments Apr 1984

52.232-11 Extras Apr 1984

52.232-23 Assignment of Claims May 2014

52.232-25 Prompt payment Jan 2017

52.232-33 Payment by Electronic Funds Transfer – System for Award Management

Oct 2018

52.232-39 Unenforceability of Unauthorized Obligations Jun 2013

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

Mar 2023

52.233-1 Disputes May 2014

52.233-2 Service of Protest Sep 2006

52.233-4 Applicable Law for Breach of Contract Claim Oct 2004

52.242-13 Bankruptcy Jul 1995

52.243-1 Changes - Fixed-Price – Alternate V Apr 1984

52.243-7 Notification of Changes Jan 2017

52.244-2 Subcontracts Jun 2020

52.244-5 Competition in Subcontracting Dec 1996

52.244-6 Subcontracts for Commercial Items Feb 2024

52.246-23 Limitation of Liability Feb 1997

52.246-25 Limitation of Liability - Services Feb 1997

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form)

Apr 1984

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions)

Aug 2016

52.252-4 Alterations in Contract Apr 1984

52.253-1 Computer Generated Forms Jan 1991

HHSAR Source TITLE DATE

352.203-70 Anti-Lobbying Dec 2015

352.208-70 Printing and Duplication Dec 2015

352.222-70 Contractor Cooperation in Equal Employment Opportunity Investigations

Dec 2015

352.227-70 Publications and Publicity Dec 2015

352.223-70 Safety and Health Dec 2015

352.237-75 Key Personnel Dec 2015

Clauses in full text:

FAR 52.204-27 – Prohibition on ByteDance Covered Application

a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L.

117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees;

however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

(End of clause)

HHSAR 352.224-71 Confidential Information (Dec 2015)

(a) Confidential Information, as used in this clause, means information or data of a personal nature about an individual, or proprietary information or data submitted by or pertaining to an institution or organization.

(b) Specific information or categories of information that the Government will furnish to the Contractor, or that the Contractor is expected to generate, which are confidential may be identified elsewhere in this contract. The Contracting Officer may modify this contract to identify Confidential Information from time to time during performance.

(c) Confidential Information or records shall not be disclosed by the Contractor until:

(1) Written advance notice of at least 45 days shall be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, to which an agency response may be appropriate to protect the public interest or that of the agency.

(2) For information provided by or on behalf of the government,

(i) The publication or dissemination of the following types of information are restricted under this contract: None identified at time of award.

(ii) The reason(s) for restricting the types of information identified in subparagraph (i) is/are:

To be determined in the event that specific types of information is identified per the previous section.

(iii) Written advance notice of at least 45 days shall be provided to the Contracting Officer of the Contractor's intent to disseminate or publish information identified in subparagraph (2)(i). The contractor shall not disseminate or publish such information without the written consent of the Contracting Officer.

(d) Whenever the Contractor is uncertain with regard to the confidentiality of or a property interest in information under this contract, the Contractor should consult with the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(End of Clause)

HHSAR 352.232-71 Electronic submission of payment requests (Feb 2022)

(a) Definitions. As used in this clause -

Payment request means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices” and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Department of Treasury Invoice Processing Platform (IPP) or successor system.

Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with HHS procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request.

(End of Clause)

HHSAR 352.239-74 Electronic and Information Technology Accessibility (Dec 2015)

(a) Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all electronic and information technology (EIT) supplies and services developed, acquired, or maintained under this contract or order must comply with the “Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards” set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access Board”) in 36 CFR part 1194. Information about Section 508 is available at http://www.hhs.gov/web/508. The complete text of Section 508 Final Provisions can be accessed at http://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards.

(b) The Section 508 accessibility standards applicable to this contract or order are identified in the Statement of Work or Specification or Performance Work Statement. The contractor must provide any necessary updates to the submitted HHS Product Assessment Template(s) at the end of each contract or order exceeding the simplified acquisition threshold (see FAR 2.101) when the contract or order duration is one year or less. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(c) The Section 508 accessibility standards applicable to this contract are: TBD

(d) In the event of a modification(s) to this contract or order, which adds new EIT supplies or services or revises the type of, or specifications for, supplies or services, the Contracting Officer may require that the contractor submit a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found under Section 508 policy on the HHS Web site:

(http://www.hhs.gov/web/508). If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(e) If this is an Indefinite Delivery contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests that include EIT supplies or services will define the specifications and accessibility standards for the order. In those cases, the Contractor may be required to provide a completed HHS Section 508 Product Assessment Template and any other additional information necessary to assist the Government in determining that the EIT supplies or services conform to Section 508 accessibility standards. Instructions for documenting accessibility via the HHS Section 508 Product Assessment Template may be found at http://www.hhs.gov/web/508. If it is determined by the Government that EIT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(End of clause)

CDC SPECIFIC TERMS:

CDC100_0002 Public Access to Archived Publications Resulting from CDC Funded Research (Nov 2018)

All CDC-funded investigators shall submit to the National Institutes of Health Manuscript Submission System the electronic version of the author's final manuscript, upon acceptance for publication, of any peer-reviewed scientific publications resulting from research supported in whole or in part with Federal funds from the Department of Health and Human Services, Centers for Disease Control and Prevention.

CDC defines the author's final manuscript as the final version accepted for journal publication, and includes all modifications from the publishing peer review process. The CDC Stacks and National Library of Medicine’s (NLM) PubMed Central (PMC) archives will preserve permanently these manuscripts for use by the public, health care providers, educators, scientists, and CDC.

CDC100_0003 Public Access To CDC Funded Digital Public Health Data (Nov 2018)

Public Health Data Definition: Public Health data means digitally recorded factual material commonly accepted in the scientific community as a basis for public health findings, conclusions, and implementation When CDC is funding, in whole or in part, via a contract as defined in FAR 2.101, with respect to public health data, a CDC-approved Data Management Plan (DMP) – a plan for digital data management, sharing, and preservation is required prior to commencing any related services or work. For contracts where public health data collection or generation activities may become necessary during the period of performance (e.g. via contract modification), a DMP will be required to be submitted and evaluated during the period of performance. The DMP is a deliverable and a living document that should be updated throughout the life cycle of data. A final DMP is required at the end of the contract performance that shows where the data are deposited and how they are being made accessible or justification provided for not doing so.

Data Management Plan A DMP for each collection and/or generation of public health data should include the following information:

A description of the public health data to be collected or generated in the contract period of performance;

Standards to be used for the collected or generated public health data;

Mechanisms for or limitations to providing access to and sharing of the data (include a description of provisions for the protection of privacy, confidentiality, security, intellectual property, or other rights) or justification for why data cannot be made accessible. This section should address access to identifiable and de-identified data (see below for additional information about access);

Statement of the use of data standards that ensure all released data have appropriate documentation that describes the method of collection, what the data represent, and potential limitations for use; and

Plans for archiving and long-term preservation of the data, or explanation of why long-term preservation and access are not justified. This section should address archiving and preservation of identifiable and de-identified data (see below for additional information regarding archiving).

Examples of Data Management Plan Templates and Tools:

University of California: https://www.cdlib.org/services/uc3/dmpt.html

Access to and Archiving of the Data To the extent that is feasible, contractors should make public health data accessible. Rights in Data clauses (FAR 52.227-14 Rights in Data – General, 52.227-16, Additional Data Requirements, FAR 52.227-17 Rights in Data – Special Works, or FAR 52.227-18 Rights in Data-Existing Works), may be applicable and incorporated into contracts, depending on the Statement of Work involved. The data rights clauses give the government “unlimited rights” in data first produced (when funded by government solely) in the performance of a contract.

“Unlimited rights” is an unlimited license to use, disclose or reproduce the data; it does not give the government ownership of the data. Unlimited rights in data would allow the government to archive and make public non-proprietary data first produced in contract performance.

Contracts that do not include terms for submittal of public health data to CDC, are expected to plan and prepare for providing access to, and archiving/long-term preservation of, collected and/or generated data within the contract period of performance, as set forth below. The final version of a collected and/or generated data set intended for release or sharing should be made available within thirty (30) months after the end of the data collection or generation, except surveillance data, which should be made accessible within a year of the end of a collection cycle.

For public use de-identified (removal of sensitive identifiable or potentially identifiable information) datasets, an accompanying data dictionary, and other documentation relevant to use of the data set should be deposited in a sustainable repository to provide access to the data. Data that cannot be de-identified can be provided as restricted data upon request under a data-use agreement or onsite controlled use.

For data underlying a scientific publication, the contractor shall make the data available coincident with publication of the paper, at a minimum a machine-readable version of the data tables shown in the paper, unless the data set is already available via a release or sharing mechanism. In addition, contractors should ensure the quality of data they make accessible and seek to provide the data in a machine readable and nonproprietary format. Contractors who fail to release public health data in a timely fashion may be subject to procedures normally used to address failure to comply with the terms and conditions of the contract and may be grounds for the Contracting Officer to terminate the contract for default. Irrespective of whether the data are made accessible or not, Public health data of value should be preserved long-term.

A final DMP is required at the end of the contract performance. The final DMP will indicate the location of the deposited data and the manner of access granted to the data. There needs to be an adequate justification for not making data accessible and this justification must be documented in the DMP and approved by the Contracting Officer’s Representative.

Additional information is available at https://www.hhs.gov/open/publicaccess/index.html.

CDC100_0006 Certificates of Confidentiality (Nov 2018)

Section 301(d) of the Public Health Service (PHS) Act, as amended by Section 2012 of the 21st Century Cures Act, P.L. 114-255 (42 U.S.C. 241(d)), states that the Secretary shall issue Certificates of Confidentiality (Certificates) to persons engaged in biomedical, behavioral, clinical, or other research activities in which identifiable, sensitive information is collected. Consistent with the statute, research commenced or ongoing after December 13, 2016 and in which identifiable, sensitive information is collected, as defined by Section 301(d), is deemed issued a Certificate.

Consistent with the statute, CDC considers research in which identifiable, sensitive information is collected or used, to include:

Human subjects research as defined in the Federal Policy for the Protection of Human Subjects

(45 CFR Part 46), including exempt research except for human subjects research that is determined to be exempt from all or some of the requirements of 45 CFR 46 if the information obtained is recorded in such a manner that human subjects cannot be identified or the identity of the human subjects cannot readily be ascertained, directly or through identifiers linked to the subjects;

Research involving the collection or use of biospecimens that are identifiable to an individual or for which there is at least a very small risk that some combination of the biospecimen, a request for the biospecimen, and other available data sources could be used to deduce the identity of an individual;

Research that involves the generation of individual level, human genomic data from biospecimens, or the use of such data, regardless of whether the data is recorded in such a manner that human subjects can be identified or the identity of the human subjects can readily be ascertained as defined in the Federal Policy for the Protection of Human Subjects (45 CFR Part 46); or

Any other research that involves information about an individual for which there is at least a very small risk, as determined by current scientific practices or statistical methods, that some combination of the information, a request for the information, and other available data sources could be used to deduce the identity of an individual, as defined in subsection 301(d) of the Public Health Service Act.

For research covered by a Certificate and consistent with the statute, Contractor shall not:

Disclose or provide, in any Federal, State, or local civil, criminal, administrative, legislative, or other proceeding, the name of such individual or any such information, document, or biospecimen that contains identifiable, sensitive information about the individual and that was created or compiled for purposes of the research, unless such disclosure or use is made with the consent of the individual to whom the information, document, or biospecimen pertains; or

Disclose or provide to any other person not connected with the research the name of such an individual or any information, document, or biospecimen that contains identifiable, sensitive information about such an individual and that was created or compiled for purposes of the research.

Consistent with the statute, disclosure is permitted only in the below circumstances:

Required by Federal, State, or local laws (e.g., as required by the Federal Food, Drug, and

Cosmetic Act, or state laws requiring the reporting of communicable diseases to State and local health departments), excluding instances of disclosure in any Federal, State, or local civil, criminal, administrative, legislative, or other proceeding;

Necessary for the medical treatment of the individual to whom the information, document, or biospecimen pertains and made with the consent of such individual;

Made with the consent of the individual to whom the information, document, or biospecimen pertains; or

Made for the purposes of other scientific research that is in compliance with applicable Federal regulations governing the protection of human subjects in research.

Contractor shall keep records of when such disclosures are made and, upon request by CDC, shall make such information available to CDC. Contractor shall comply with FAR Part 31, Contract Cost Principles and Procedures, as applicable, and maintain effective internal controls that provide reasonable assurance that the contract is managed in compliance with Federal statutes and regulations.

Contractors conducting research covered by a Certificate shall ensure that any company/institution/individual not funded by CDC who receives a copy of identifiable, sensitive information protected by a Certificate is aware of the requirements of subsection 301(d) of the Public Health Service Act with respect to such information. The Contractor will secure an agreement with such company/institution/individual to ensure compliance with the requirements of the Certificate. In addition, Contractor shall ensure that all its employees and subcontractor employees working on this contract are informed of the substance of the abovementioned requirements and agree to comply with subsection 301(d) of the Public Health Service Act.

CDCA_H009 Key Personnel (Jan 2021)

The key personnel cited below are considered essential to the work performed under the contract.

Pursuant to the terms of HHSAR Clause 352.237-75, Key Personnel, the Contractor shall not replace or divert any of these individuals without the written consent of the Contracting Officer.

Personnel Title

CDCA_H040 Government Property (Jul 2017)

(a) Government-Furnished Property (GFP). In accordance with the terms of FAR 52.245-1, Government Property, the Government reserves the right to supply the Contractor, as Government-furnished property, any additional supplies, equipment, and materials determined by the Contracting Officer to be necessary and in the best interest of the Government.

(b) Contractor-Acquired Property (CAP). The Contractor must receive written consent from the

Contracting Officer prior to purchase of any CAP not expressly identified in the contract, and as defined in FAR 52.245-1.

(c) Accountable and Sensitive Government Property. The Government will provide property labels and other identification for contractor-acquired Government property that is considered Accountable as defined in the HHS Logistics Management Manual (LMM) https://intranet.hhs.gov/abouthhs/manuals/lmm/index.html or considered Sensitive as defined in CDC's Sensitive Items List (http://intranet.cdc.gov/ofr/documents/contracts/Authorized-Prohibited- List.pdf)

(d) The contractor shall be responsible for the control and accountable record keeping of any Government property used in the performance of this contract predominately outside the confines of a Government controlled workspace in accordance with the HHS Contracting Guide found on the OSSAM Government Property and Contractors Property intranet page. (http://intranet.cdc.gov/ossam/property-shipping- receiving/property-management/government-property-contractors/index.html)

(e) The Chief of the Office of Safety, Security and Asset Management (OSSAM), Asset Management Services Office, Centers for Disease Control and Prevention (CDC), is hereby designated as the Property Administrator for this contract. The Contractor shall identify each item of equipment furnished by the Government to the Contractor or acquired by the Contractor using contract funds, with a suitable decal, tag, or other marking, as prescribed by the Property Administrator, and shall follow the guidance set forth in the HHS Contracting Guide.

CDCA_H042 Records Management Obligations (Jun 2020)

A. Applicability The following applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions “Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes Centers for Disease Control and Prevention (CDC) records.

2. does not include personal materials.

3. applies to records created, received, or maintained by Contractors pursuant to their CDC contract.

4. may include deliverables and documentation associated with deliverables.

C. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law.

Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. CDC and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of CDC or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to the Contracting Officer and the Contracting Officer’s Representative. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the contract. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to CDC control, or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the contract. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and CDC guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with CDC policy.

8. The Contractor shall not create or maintain any records containing any non-public CDC information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take CDC-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

D. Flowdown of requirements to subcontractors

1. The Contractor shall incorporate the entire substance of the terms and conditions herein, including this paragraph, in all subcontracts under this contract, and must require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth herein will be attributed to the Contractor.

CDC37.0001 Non-Personal Services (Jun 2020)

(a) Personal services shall not be performed under this contract. Although the Government may provide sporadic or occasional instructions within the scope of the contract, the Contractor is responsible for control and supervision of its employees. If the Contractor (including its employees) believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

(b) The contractor shall comply with, and ensure their employees and subcontractors comply with, CDC Policy titled "Contractor Identification and Safeguarding of Non-Public Information". No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. The contractor is limited to performing the services identified in the contract statement of work and shall not interpret any communication with anyone as a permissible change in contract scope or as authorization to perform work not described in the contract. All contract changes will be incorporated by a modification signed by the Contracting Officer.

(c) The Contractor shall ensure that all of its employees and subcontractor employees working on this contract are informed of the terms and conditions herein. The Contractor agrees that this is a non-personal services contract; and that for all the purposes of the contract, the Contractor is not, nor shall it hold itself out to be an agent or partner of, or joint venture with, the Government. The Contractor shall notify its employees that they shall neither supervise nor accept supervision from Government employees.

The substance of the terms herein shall be included in all subcontracts at any tier.

(d) The terms and conditions above do not limit the Government's rights under other terms of the contract, including those related to the Government's right to inspect and accept or reject the services performed under this contract.

CDC 42.0002 Evaluation of Contractor Performance Utilizing CPARS (Aug 2021)

In accordance with FAR 42.15, the Centers for Disease Control and Prevention (CDC) will review and evaluate contract performance. FAR 42.1502 and 42.1503 requires agencies to prepare evaluations of contractor performance and submit them to the Contractor Performance Assessment Reporting System (CPARS). The CDC utilizes this web-based system to prepare and report contractor performance evaluations. All information contained in these assessments may be used by the Government, within the limitations of FAR 42.15, for future source selections in accordance with FAR 15.304 where past performance is an evaluation factor.

The CPARS system requires a contractor representative to be assigned so that the contractor has appropriate input into the performance evaluation process. The CPARS contractor representative will be given access to CPARS and will be given the opportunity to concur or not-concur with performance evaluations before the evaluations are complete. The CPARS contractor representative will also have the opportunity to add comments to performance evaluations.

The assessment is not subject to the Disputes clause of the contract, nor is it subject to appeal beyond the review and comment procedures described in the guides on the CPARS website. Refer to:

www.cpars.gov for details and additional information related to CPARS, CPARS user access, how contract performance assessments are conducted, and how Contractors participate. Access and training for all persons responsible for the preparation and review of performance assessments is also available at the CPARS website.

The contractor must provide the CDC contracting office with the name, e-mail address, and phone number of their designated CPARS representative who will be responsible for logging into CPARS and reviewing and commenting on performance evaluations. The contractor must maintain a current representative to serve as the contractor representative in CPARS. It is the contractor’s responsibility to notify the CDC contracting office, in writing (letter or email), when their CPARS representative information needs to be changed or updated. Failure to maintain current CPARS contractor representative information will result in the loss of an opportunity to review and comment on performance evaluations.

CDC0_G008 Contracting Officer’s Representative (COR) (Jul 2017)

Performance of the work hereunder shall be subject to the technical directions of the designated COR for this contract.

As used herein, technical directions are directions to the Contractor which fill in details, suggests possible lines of inquiry, or otherwise completes the general scope of work set forth herein. These technical directions must be within the general scope of work and may not alter the scope of work or cause changes of such a nature as to justify an adjustment in the stated contract price/cost, or any stated limitation thereof.

In the event that the Contractor believes full implementation of any of these directions may exceed the scope of the contract, he or she shall notify the originator of the technical direction and the Contracting Officer, immediately or as soon as possible, in a letter or e-mail separate of any required report(s). No technical direction, nor its fulfillment, shall alter or abrogate the rights and obligations fixed in this contract.

The Government COR is not authorized to change any of the terms and conditions of this contract.

Contract changes shall be made only by the Contracting Officer by properly written modification(s) to the contract.

The Government will provide the Contractor with a copy of the COR delegation memorandum upon request.

CDC0_G018 Payment by Electronic Funds Transfer (Feb 2018)

(a) The Government shall use electronic funds transfer to the maximum extent possible when making payments under this contract. FAR 52.232-33, Payment by Electronic Funds Transfer –System for Award Management, in Section I, requires the contractor to designate in writing a financial institution for receipt of electronic funds transfer payments.

(b) In the case that EFT information is not within the System of Award Management, FAR 52.232-34 requires mandatory submission of Contractor’s EFT information directly to the office designated in this contract to receive that information (hereafter: “designated office”); see below. The contractor shall submit the EFT information within the form titled “ACH Vendor/Miscellaneous Payment Enrollment Form” to the address indicated below. Note: The form is either attached to this contract (see Section J, List of Attachments) or may be obtained by contacting the Contracting Officer or the CDC Office of Financial Resources at 678-475-4510.

(c) In cases where the contractor has previously provided such information, i.e., pursuant to a prior contract/order, and been enrolled in the program, the form is not required unless the designated financial institution has changed.

(d) The completed form shall be mailed after award, but no later than 14 calendar days before an invoice is submitted, to the following address:

The Centers for Disease Control and Prevention Office of Financial Resources (OFR) P.O. Box 15580 Atlanta, GA 30333 Or – Fax copy to: 404-638-5342

CDCP_G009 Contracting Officer (Jul 1999)

(a) The Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds. No person other than the Contracting Officer can make any changes to the terms, conditions, general provisions, or other stipulations of this contract.

(b) No information, other than that which may be contained in an authorized modification to this contract, duly issued by the Contracting Officer, which may be received from any person employed by the United States Government, or otherwise, shall be considered grounds for deviation from any stipulation of this contract.

CDCP_G010 Contract Communications/Correspondence (Jul 1999)

The Contractor shall identify all correspondence, reports, and other data pertinent to this contract by imprinting thereon the contract number from Page 1 of the contract.