Attachment 3 - Addendum To FAR CLAUSE 52.212-4.pdf

Attachment 3

RFQ 75N94024R00028

ADDENDUM TO FAR CLAUSE 52.212-4

CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

The following additional terms and conditions will apply to the resultant contract.

1. Contracting Officer’s Representative (COR)

The following Contracting Officer's Representative (COR) will represent the Government for the purpose of this contract: [To be specified at award.]

a. The COR is responsible for: (1) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and recommending to the Contracting Officer changes in requirements; (2) interpreting the Statement of Work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this order; and (5) assisting in the resolution of technical problems encountered during performance.

b. The Contracting Officer is the only person with authority to act as agent of the Government under this order. Only the Contracting Officer has authority to: (1) direct or negotiate any changes in the Statement of Work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this order; (5) otherwise change any terms and conditions of this order; or (6) sign written licensing agreements.

c. The Government may unilaterally change the COR designation.

2. Key Personnel, HHSAR 352.242-70 (January 2006)

a. The key personnel specified in this order are considered to be essential to work performance.

At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this order. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the order to add or delete key personnel at the request of the Contractor or Government. (End of Clause)

b. The following individual(s) is/are considered to be essential to the work being performed hereunder:

Title Name Project Manager TBD Financial Manager TBD Travel Director TBD Events Planner/ Manager TBD

Certain skilled experienced professional and/or technical personnel are essential for accomplishing the work to be performed. These individuals are defined as “Key Personnel” and are those persons whose resumes will be submitted and marked by the vendor as “Key Personnel.” Key personnel shall be identified by name and title/job classification for the role identified in the table below. The Contractor shall identify key personnel in the technical quote as indicated in the instructions to offerors. For positions designated as key personnel, the Contractor shall adhere to HHSAR clause 352.237-75 – Key Personnel. The Contractor shall obtain COR concurrence on the key personnel replacement prior to submitting to the CO for official approval. The CO is the final approving official on any changes to key personnel.

At least 20 calendar days prior to the Contractor voluntarily diverting any of the specified individuals to other programs or contracts, the Contractor shall notify the CO and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract. The Contractor shall backfill the key position within 15 calendar days from the key position becoming vacant.

The Contractor shall not divert, replace, nor remove key personnel from their role within the first 90 calendar days from contract award. If the employee of the Contractor is terminated for cause or separates from the Contractor voluntarily with less than 30 calendar days’ notice or within the first 60 calendar days, the Contractor shall provide the maximum notice practicable under the circumstances.

The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the CO. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

The Contractor shall provide personnel with the management, technical, and subject matter expertise required to accomplish the activities and prepare the deliverables identified in this BPA.

The Contractor Support personnel’s completed security packages and all onboarding documentation need to be submitted no later than three days (3) prior to beginning work and charging to the contract.

Key Personnel Substitute

The Contractor shall not remove or replace any management, personnel, consultants, or subcontractors listed or described in the Contractor’s Staffing Plan without notifying and obtaining the written concurrence of the COR. The Contractor’s notification shall be NLT 10 calendar days in advance of any proposed substitution and shall include justification, including resume(s) and labor category of proposed substitution(s), in sufficient detail to permit evaluation of the impact on task order (TO) performance.

Substitute qualifications shall be equal to, or greater than, the qualifications of the personnel being substituted. If the COR determines that the proposed substitute is unacceptable, or that the reduction of effort would be so substantial as to impair the successful performance of the work, then the substitute will be denied, and the Contractor will provide another candidate.

All requests for approval of changes hereunder must be in writing, via email, and provide a detailed explanation of the circumstances necessitating the proposed change. Request for changes should be made when the need is identified. In addition to the resume, the request must also include:

• A comparison of skills and qualification of the proposed personnel substitution with those of the incumbent.

• Number of hours the Contractor will provide at his/her own expense to train the proposed replacement.

Any other information requested by the COR to reach a decision.

3. Contractor Performance Assessment Reporting

a. Contractor Performance Evaluations

During the life of this contract, Contractor performance will be evaluated on an interim and final basis pursuant to FAR Subpart 42.15 on the individual BPA calls. This evaluation shall become a part of the contract file and shall be used as past performance information in evaluating the Contractor’s, and any significant subcontractors’ or affiliates, past performance on future contracts

The Final performance evaluation will be prepared at the time of completion of work. In addition to the Final evaluation, Interim evaluations will be prepared Annually as follows on the anniversary award date of the contract. Interim and Final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the Contracting Officer, whose decision will be final.

Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

Contractors may access evaluations through a secure Web site for review and comment at the following address: http://www.cpars.gov/

Contractor Employees

The contractor shall ensure that contractor personnel identify themselves as contractors when attending meetings, providing any type of written correspondence, or working in situations where their actions could be construed as official Government acts.

4. Government Facilities

Unless directly related to this requirement, the contractor and any employees or consultants of the contractor are prohibited from using U.S. Government facilities (such as office space or equipment) or U.S. Government clerical or technical personnel in the performance of the services not specified herein.

5. Non-Disclosure / Non-Use Agreement

The contractor shall ensure that a Non-Disclosure Statement is signed by all staff assigned to or performing on this contract before performing any work, including all subcontractors and consultants.

The contractor shall also ensure that all staff understand and adhere to the terms of the non-disclosure statement protecting the procurement sensitive information of the Government and the proprietary information of other contractors.

http://www.cpars.gov/

6. Non-Personal Services and Inherently Government Functions

a. Pursuant to FAR 37.1, no personal services shall be performed under this order. All work requirements shall flow only from the Contracting Officer’s Representative (COR) to the Contractor’s Project Manager. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor 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. Pursuant to FAR 7.5, the Contractor shall not perform any inherently governmental actions under this order. 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 order, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this order, the Contractor employee shall state that they have no authority to in any way change the order and that if the other contractor believes this communication to be a direction to change their order, they should notify the Contracting Officer for that order and not carry out the direction until a clarification has been issued by the Contracting Officer.

c. The Contractor shall insure that all of its employees working on this contract are informed of the substance of this article. Nothing in this article shall limit the Government's rights in any way under the other provisions of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract. The substance of this article shall be included in all subcontracts at any tier.

7. Travel

Arrangements for and costs of all travel, transportation, meals, lodging, and incidentals are the responsibility of the contractor. Travel costs, including lodging and meals, shall be incurred and billed in accordance with FAR Part 31. Costs for these expenses will be reviewed, certified, and approved by the Contracting Officer’s Representative (COR). All travel and transportation shall utilize commercial sources and carriers. The Government will not pay for business class or first-class travel.

Travel costs shall be reimbursed based on actual travel. Any Contractor travel required by the Government in support of resultant orders under this BPA shall be authorized in advance by the CO and in accordance with Federal Travel Regulations. The Contractor shall invoice and be reimbursed for all travel costs in accordance with Federal Travel Regulations (FAR) 31.205-46.

The Contractor will be reimbursed, not to exceed the amounts stated in each resultant order, for all domestic travel as described in the order, incurred directly and specifically in the performance of the order, claimed by the Contractor and accepted by the Contracting Officer (CO).

When requested by the COR and approved by the CO, the Contractor shall perform travel outside the contractor’s normal commuting area. The costs for such travel are not included in the hourly rate of payment for services delivered and are considered to be allowable based upon Federal government per diem rates permitted by the General Services Administration (GSA), Federal

Travel Regulations (FTRs) applicable to Federal government employees and Contractors. The contractor is referred to http://www.gsa.gov (“Travel on Government Business”, scroll down to “Federal Travel Regulations”).

In those instances where the Contractor has an established travel policy, reimbursement for transportation costs and travel allowances will be made in accordance with the Contractor’s established policy, subject to FAR Part 31, the GSA FTRs, FAR 52.216-7 Allowable Cost and Payment (Aug 2018), and the following limitations:

1. The Contractor will be reimbursed for travel costs incurred directly and specifically in the performance of work under each order, claimed by the Contractor and accepted by the CO.

2. The Contractor is required to make every attempt to obtain the best available travel rate. Travel plans and arrangements should be made sufficiently in advance to allow for discount fares/lodging rates that are available to the general public.

3. Transportation costs shall not be reimbursed in an amount greater than the cost of rail coach class or of economy air travel, unless rail coach class and economy air travel are not available, and the Contractor certifies to the facts in the invoice or other documents submitted for reimbursement.

4. The Contractor shall be reimbursed for the cost of travel performed by its personnel in their privately- owned automobile at the prevailing Federal government rate, not to exceed the cost by the most direct economy air route between the points traveled. If more than one person travels in such automobile, the Contractor shall make no additional charge for travel between such points.

5. Travel allowances for per diem shall be reimbursed in accordance with the Contractor’s established policy, but in no event shall such allowances exceed the FTRs. Per diem rates may be accessed on http://www.gsa.gov scroll down to “Travel on Government Business” and then click on “Per Diem Rates.”

6. Travel by motor vehicle shall be reimbursed on a reasonable actual expense basis, or at the Contractor’s option, on a mileage basis at the current Federal Travel Regulation rate, plus any toll or ferry charges. Travel claims shall be submitted on a voucher per instructions provided by the

COR.

Listed below is a description of receipts required as attachments to the invoice to support travel claims:

Copy of common carrier ticked reflecting class of travel, dates of travel and amount of fare.

Lodging receipt.

Parking/tolls receipt.

Rental car receipt including receipts for gasoline.

Receipts for taxi travel.

8. Other Direct Costs (ODCs)

In the event that ODCs are required, they will be specified in the BPA call order and included in the call order negotiated price. ODCs may include such incidental items as materials, supplies, printing, photocopying, etc. that are required solely for the performance of the specific order and are not required to benefit or carry out business for the Contractor’s other clients. Such costs may be charged to the call order under which they are required, and the Government will reimburse the Contractor for all actual, allowable, allocable and reasonable costs incurred, in accordance with Federal Acquisition Regulations (FAR) Part 31.

9. Observance of Federal Holidays

a. No services or deliveries shall be performed on Saturdays, Sundays, or Federal holidays as shown below. Government personnel observe the following days as holidays:

New Year’s Day January 1 * Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Juneteenth June 19* Independence Day July 4* Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day November 11 Thanksgiving Day Fourth Thursday in November Christmas Day December 25*

* If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

b. In addition to the days designated as holidays, the Government observes the following days:

• Any other day designated by Federal Statute

• Any other day designated by Executive Order

• Presidential Inauguration Day

• Any other day designated by the President’s Proclamation

c. It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation, except as set forth within the order. In the event the Contractor's personnel work during the holiday, they may be reimbursed by the Contractor, however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

d. When the Federal, State, Local, or other Governmental entity grants excused absence to its employees, the contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and must be guided by the instructions issued by the CO or COR.

e. If Government personnel are unavailable due to furlough or any other reason, the Contractor must contact the CO to receive direction. It is the Government's decision as to whether the contract price/cost will be affected. Generally, the following situations apply:

1. Contractor personnel who are able to continue contract performance (either on-site or at a site other than their normal workstation), must continue to work and the contract price shall not be reduced or increased.

2. Contractor personnel who are not able to continue contract performance (e.g., support functions) may be asked to cease their work effort. This may result in a reduction to the contract price.

10. On-Site Contractor Access to Government Property

The Contractor shall be held responsible for Government Property, regardless of dollar value, when:

• The contract requires contractor personnel to be located on a Government site or installation;

• The property utilized by contractor personnel is incidental to the place of performance; and,

• The property used by the contractor remains accountable to the Government

Responsibility includes physical presence, proper use and handling, normal maintenance, and reporting loss, damage or destruction. Responsibility for government property shared by two or more contractors or located in space shared by two or more contractors, shall be determined and documented by the contractors involved. In cases where the parties cannot reach agreement on shared responsibility, the matter will be referred to the NIH Property Officer for resolution.

11. FAR 52.242-15 – Stop-Work Order (August 1989) is incorporated by reference.

12. FAR 52.227-14 - Rights in Data-General (May 2014) is incorporated by reference.