Section C revised 10-20-2010.pdf

NIHCL2010076

ARTICLE B.1 BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The National Institutes of Health, Clinical Center, Department has a requirement for the Specialized Housekeeping Services as referenced in Section C -Statement of Work.. The Government anticipates a requirements contract for a base period of twelve (12) months, with four (4) twelve (12) month option periods.

BASE CONTRACT PERIOD- December 1, 2010 through November 30, 2011

ARTICLE B.2 PRICING

Upon delivery and acceptance of the services described in SECTION C of this solicitation and identified in the schedule of charges below, the Government shall pay to the Contractor the unit price(s) set forth in the following pricing tables for the base year:

The pricing tables are inclusive of all the areas that are within the scope of this requirement. However, the pricing sheet for Task Order One is the actual areas that will be covered by the base year of the requirement. Please refer to Section C, Attachment One, Page114 -116, for definitions of all terms and acronyms used in the pricing tables.

ARTICLE B.3 OPTION PRICES

A. Unless the Government exercises its option pursuant to the option clause referenced in Article I.4 ADDITIONAL CONTRACT CLAUSES, this contract consist only of the Base Period specified in the Statement of Work as defined in SECTIONS C and F , for the prices set forth in ARTICLE B.2 OF THIS CONTRACT.

B. Pursuant to FAR Clause 52.217-8/Option to Extend Services/FAR Clause 52.217-9/Option to Extend] set forth in ARTICLE I.3. ADDITIONAL CONTRACT CLAUSES of this contract, the Government may, by unilateral contract modification, require the Contractor to perform the Option Period(s) specified in the Statement of Work as defined in SECTIONS C and F of this contract. If the Government exercises this/these option(s), notice must be given before the expiration date of the contract. Specific information regarding the time frame for this notice is set forth in the OPTION PROVISION Article in SECTION H of this contract. The fixed price of this contract will be increased as set forth in paragraph c., below.

C. Upon the delivery and acceptance of the Option Service/Option Services described in SECTION C of the contract and identified in the schedule of charges below, the Government shall pay the Contractor the unit price(s) set forth in the following pricing tables:

Revised 07-29-2010

SECTION C-DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

ARTICLE C.1 – Performance Work Statement

C1.1 Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the description and specifications outlined in the Performance Work Statement, dated July 29, 2010, set forth in SECTION J-List of Attachments, attached hereto and made a part of this solicitation.

ARTICLE C.2 – General

This is a non-personnel services contract to provide Hospital Cleaning Services. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

C2.1 Description of Services/Introduction: The Contractor shall provide specialized environmental services based on the risk assessment outlined in Section 5.1 of Attachment One, Performance Work Statement of the solicitation. Environmental services are grouped into five levels based on a risk assessment of the patient populations and CDC Guidelines for environmental infection control practices and procedures for health care.

The environmental risks correspond to the likelihood of a group of people contracting a disease from the environment.

Low means that the environment provides no more risk to an individual contracting a disease than that person would have interacting with the general population.

Medium means that an individual is in the presence of microorganisms that may cause illness if the individual has any compromise in his/her immune system. This level means that a healthy person generally will not get sick in this environment but special care must be given to a person who is ill and does not have all of his immune defenses working.

High means that there is a presence of microorganisms in the environment that may cause illness to a normally healthy person if precautions are not taken.

The National Institutes of Health, Clinical Center is a tertiary research hospital. It does not have an emergency room or a labor and delivery suite. All patients in the CC are on a protocol studying a particular disease. Since it is researched based, there are times when patients are admitted with strange or new diseases. These diseases may require the design and implementation of new cleaning techniques and procedures to contain such diseases. The contractor shall be a participant in the design and implementation of any new cleaning techniques and procedures.

The Contractor shall have employees on duty twenty four (24) hours per day, three hundred sixty five (365) days per year to service all areas designated in the solicitation.

C2.2 Objectives: To provide a safe and clean hospital for patients, visitors, and staff. To sanitize in order to control infectious agents, and to present an environment that is considered the cleanest hospital in the country. In the event that local news agencies report that the Office of Personnel Management has announced that all Federal Government agencies or offices will be closed due to an unforeseen circumstance, the contractor is required to maintain a full work force on site to perform required task and responsibilities.

ARTICLE C.3. REPORTING REQUIREMENTS

All reports required herein shall be submitted in electronic format. In addition, one (1) hardcopy of each report shall be submitted to the Contracting Officer, unless otherwise specified.

C3.1 Weekly Quality Scores Report

This report shall include a description of the activities during the reporting period, and the activities planned for the ensuing reporting period. The first reporting period consists of the first full month of performance plus any fractional part of the initial month. Thereafter, the reporting period shall consist of each calendar month.

The first report shall be due 30 days after the commencement of the contract. Thereafter, reports shall be due on or before the Monday following each reporting period.

C3.2 Monthly Quality Control Reports

This report shall include a description of the activities during the reporting period, and the activities planned for the ensuing reporting period. The first reporting period consists of the first full month of performance plus any fractional part of the initial month. Thereafter, the reporting period shall consist of each calendar month.

The first report shall be due 45 days after the commencement of the contract. Thereafter, reports shall be due on or before the fifth (5) of the month following each reporting period.

C3.3 Monthly Schedule of Project Cleaning

This report shall include a description of the activities during the reporting period, and the activities planned for the ensuing reporting period. The first reporting period consists of the first full month of performance plus any fractional part of the initial month. Thereafter, the reporting period shall consist of each calendar month.

The first report shall be due 45 days after the commencement of the contract. Thereafter, reports shall be due on or before the fifth (5) of the month following each reporting period.

SECTION D-PACKAGING, MARKING AND SHIPPING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and contractor name. The contractor shall guarantee that all required materials shall be delivered in a timely and acceptable condition.

SECTION E

E.1 INSPECTION AND ACCEPTANCE

E.1.1 The Contracting Officer or the duly authorized representative will perform inspection and acceptance of materials and services to be provided as set forth in sections 1.6.1 Quality Control and

1.6.2 Quality Assurance of the PWS.

E.1.2 Inspection and acceptance will be performed at:

National Institutes of Health, DHHS Clinical Center Housekeeping Fabric Care Department Building 10, Bethesda, Maryland 20892-1189

E.1.3 52.252-2 -- Clauses Incorporated by Reference (Feb 1998)

This contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make the full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/far/

FAR Clause 52.246-4, Inspection of Services-Fixed Price (August 1996)

SECTION F-DELIVERIES OR PERFORMANCE

ARTICLE F.1 PERIOD OF PERFORMANCE

F1.1 The period of performance of this contract shall be from December 1, 2010 through November 30, 2011.

F1.2 If the Government exercises its option(s) pursuant to the OPTION PROVISION Article in Section I of this contract, the period of performance will be increased as listed below:

Option Year I December 1, 2011 thru November 30, 2012 Option Year II December 1, 2012 thru November 30, 2013 Option Year III December 1, 2013 thru November 30, 2014 Option Year IV December 1, 2014 thru November 30, 2015

The total life of the contract shall not exceed sixty (60) months.

ARTICLE F.2 DELIVERIES

Satisfactory performance of the final contract shall be deemed to occur upon performance of the work described in Section C and upon delivery and acceptance by the Contracting Officer’s Technical Representative or the duly authorized representative of all identified deliverables referenced in Article F.7 page 65 of this solicitation and as referenced in the Performance Work Statement.

ARTICLE F.3 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-2 (FEBURARY 1998)

52.252-2 -- Clauses Incorporated by Reference (Feb 1998)

This contract incorporates the following clause by reference, with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make the full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/far/

FEDERAL ACQUISTION REGULATION (48 CFR Chapter 1) Clause:

52.242-15 Stop Work Order (August 1989) 52.242-17 Government Delay of Work (Apr 1984)

ARTICLE F4 FAR 52.211-11 LIQUATED DAMAGES – SUPPLIES, SERVICES OR RESEARCH AND

DEVELOPMENT (SEPT 2000)

F4.1 If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $14,744.00 per calendar day of delay.

F4.2 If the Government terminates this contract in whole or in part under the Default -- Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

F4.3 The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default -- Fixed- Price Supply and Service clause in this contract.

ARTICLE F5 PERFORMANCE BASED INCENTIVES AND DISINCENTIVES

The Government is providing the Contractor with an opportunity to earn performance based incentives, which take the form of monetary bonuses and/or disincentives. An incentive may be incremental to, or over and above another incentive.

Refer to attachment number 9 for complete details and specifications of the incentive and disincentive plan.

ARTICLE F6 COMPLIANCE REPORTS

The Contractor shall submit compliance reports in accordance with federal and state government regulations regarding the control of infectious diseases in healthcare facilities.

The Hospital Epidemiology Department (HES) of the CC, is responsible for obtaining the reported information and ensuring compliance and investigating outbreaks and/or exposures to infectious diseases, as well as conducting periodic risk assessments as part of the CC Tuberculosis Control Plan. The reports shall be made as deliverables under this contract regarding outbreaks of M. tuberculosis, measles, hepatitis B and/or varicella (chicken pox) among employees.

The Contractor shall submit deliverables and/or compliance reports covering the control of infectious diseases for each reporting period.

Reports shall address each of the applicable infectious diseases (e.g. M. tuberculosis, measles, hepatitis B and/or varicella (chicken pox) and related issues (Universal Precaution training). These infectious diseases and related issues, definition of workers to who they apply and compliance criteria are outlined in the attachments herein (see) The reports shall be factual and prepared in accordance with the format specified in attachment number 8.

ARTICLE F7 DELIVERABLES

The items specified below as described in section IX, 9.1 of the PWS will be required to be delivered in accordance with and by the date(s) specified.

Deliverable Frequency # of Copies Medium/Format Submit To HES report 30 Days after commencement of the contract and then as prescribed by the

PWS

2 Electronically via email Hospital Epidemiology Service ATTN:

MaryAnn Bordner

Contracting Officer

Service Agreements 60 Days after beginning date of the contract

2 Electronically via email Chief, HFCD Contracting Officer

Quality scores Weekly 1 Electronically via email Chief, HFCD Roster of all employees on this contract

30 Days after commencement of the contract.

2 Electronically via email Chief, HFCD Contracting Officer

Schedule of project cleaning

Monthly 1 Electronically via email Chief, HFCD

Quality Control Reports

Monthly 1 Electronically via email Chief, HFCD

Work Schedules (areas to be cleaned at what days and times)

30 Days after commencement of the contract.

1 Electronically via email Chief, HFCD

SECTION G-CONTRACT ADMINISTRATION DATA

ARTICLE G.1-CONTRACTING OFFICER (CO)

The Contracting Officer is the only person with authority to act as agent of the Government under this contract.

Only the Contracting Officer has authority to: (1) direct or negotiate any changes in the performance work statement; (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 contract; or (5) otherwise change any terms and conditions of this contract.

In the event the contractor effects any change at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract or delivery order price to cover any increase in charges incurred as a result thereof.

The Government may unilaterally change its Contracting Officer Technical Representative designation.

ARTICLE G.2 - CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

The COTR (to be named at time of award) will represent the Government for the purpose of this contract:

The COTR 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 performance work statement and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting in the resolution of technical problems encountered during performance.

ARTICLE G.3 KEY PERSONNEL, HHSAR 352.242-70 (January 2006) The key personnel specified in this contract 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 contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the Contractor or Government.

The following Contractor’s personnel is/are considered to be essential to the work being performed hereunder:

• Project Manager/On-Site Customer Service Representative

• Contract Manager

• Any Operational Supervisors/Managers that may be assigned by the contractor to this contract

ARTICLE G.5 FAR 52.216-18 Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated. Such orders may be issued during the effective period of the contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

ARTICLE G.6 FAR 52.216-21 (Oct 1995) Requirements

G6.1 This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated” or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

G6.2 Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

G6.3 Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

G6.4 The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

G6.5 If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

G6.6 Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after contract expiration date.

ARTICLE G.7 - INVOICE SUBMISSION

G7.1 Payment requests shall be submitted to the offices identified below.

G7.1.1 The original invoice shall be submitted to the following designated billing office :

National Institutes of Health Office of Financial Management Commercial Accounts 2115 East Jefferson Street, Room 4B-432, MSC 8500 Bethesda, MD 20892-8500

G97.1.2 One copy of the invoice shall be submitted to the following approving official :

Contracting Officer Office of Purchasing and Contracts

6707 Democracy Boulevard Suite 106F Bethesda, MD 20892

Please refer to Attachment number 4 (invoice Instructions) for complete details.

Copies of all monthly reports specified in the deliverables schedule (section F, Article F7 Deliverables) must be attached with the first bi–weekly invoice of the month for the preceding reporting period.

ARTICLE G.8 - GOVERNMENT PROPERTY

If this RFP will result in the acquisition or use of Government Property provided by the contracting agency or if the Contracting Officer authorizes in the pre-award negotiation process, the acquisition of property (other than real property), this ARTICLE will include applicable provisions and incorporate the HHS Publication, entitled “contractor’s Guide for control of Government Property, “ which can be found at:

http://www.hhs.gov/oamp/policies/contractors_guide__for__control__of__gov__property.pdf

ARTICLE G.9 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

G9.1 Contractor Performance Evaluations -Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.15. The final performance evaluation will be prepared at the time of completion of work. In addition to the final evaluation, interim evaluation(s) shall be submitted at the time of the annual evaluation. 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.

G9.2 Electronic Access to Contractor Performance Evaluations - Contractors that have Internet capability may access evaluations through a secure Web site for review and comment by completing the registration form that can be obtained at the following address: http://oamp.od.nih.gov/OD/CPS/cps.asp The registration process requires the Contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the Contractor will be required to identify an alternate contact that will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time frame.

SECTION H-SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1 CONTRACT TYPE

This is fixed price requirements contract.

ARTICLE H.2 INSURANCE

H2.1 Before commencing work under this contract the Contractor shall certify to the CO in writing that the required insurance has been obtained.

H2.2 For purposes of the clause of this contract entitled “Insurance – Work on a Government Installation” (FAR 52.228-5) in section I hereof, the minimum coverage required during the term of this contract shall be as follows:

H2.2.1 Workers’ Compensation and Employer’s Liability - Contractors are required to comply with applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the Contractors insurance policy, except when contract operations are so comingled with a Contractor’s commercial operations that it would not be particle to require this coverage. Employer liability coverage of at least $100,000.00 shall be required, except in States with exclusive monopolistic funds that do not permit workers’ compensation to be written by private carriers.

H2.2.2 General Liability – The contractor shall carry bodily injury liability insurance coverage written on the comprehensive form of policy of at $1,000,000.00 per occurrence.

ARTICLE H.3. NEEDLE DISTRIBUTION

The Contractor shall not use contract funds to distribute any needle or syringe for the purpose of preventing the spread of blood borne pathogens in any location that has been determined by authorities to be inappropriate for such distribution.

ARTICLE H.4. PRESS RELEASES

The Contractor shall clearly state, when issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money: (1) the percentage of the total costs of the program or project which will be financed with Federal money; (2) the dollar amount of Federal funds for the project or program; and (3) the percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

ARTICLE H.5. RESTRICTION ON EMPLOYMENT OF UNAUTHORIZED ALIEN WORKERS

Pursuant to the current HHS annual appropriations act, the Contractor shall not use contract funds to employ workers described in section 274A(h)(3) of the Immigration and Nationality Act, which reads as follows: "(3) Definition of unauthorized alien. - As used in this section, the term 'unauthorized alien' means, with respect to the employment of an alien at a particular time, that the alien is not at that time either (A) an alien lawfully admitted for permanent residence, or (B) authorized to be so employed by this Act or by the Attorney General."

ARTICLE H.6. Ordering Provisions

The following ordering procedures apply to all task orders and delivery orders issued under this contract. Any supplies and/or services to be furnished under this contract will be ordered by the issuance of a task order or delivery order issued by the National Institutes of Health Office of Purchasing and Contracts. The task orders/delivery orders will be issued in accordance with FAR 52.216-18, 52.216-19, and 52.216-22 (see Section I). In addition, ·the following provisions "will also apply:

a. Only the Contracting Officer has the authority to issue task/delivery orders under this contract.

b. All task/delivery orders are subject to the terms and conditions of the contract. In the event of a conflict between the task/delivery order and the contract, the contract terms and conditions will take precedence.

c. All costs associated with the preparation, presentation, and/or discussion of the Contractor's task/delivery order proposal shall be at the Contractor's expense; post award task/delivery order administration shall also be at the Contractor's expense.

d. The Contracting Officer will provide a task order request to the Contractor. Each task order request will generally include the PWS; the desired delivery schedule and/or the required completion dates; reporting requirements and a list of deliverables; the date and time which the response is due; the evaluation factors; and any special instructions or notices applicable to the task order. .

e. The Contractor will be provided an opportunity to develop a task order response. The task order response should include a technical and price proposal.

f. The Government reserves the right to require oral responses to task order requests. If an oral presentation is required, the Contracting Officer will schedule the oral presentations and will notify the Contractor of the date, time, and location of its oral presentation. The oral presentations will generally be held at a Government facility within the Washington, D.C. metropolitan area.

g. The Government will evaluate the Contractor's task order Proposal and an award will be made based upon a best value analysis.

ARTICLE H.7. Task Orders

H.7.l. The Government may issue task orders to define specific Contractor tasks within the scope of those requirements set forth in Section C. The Contractor shall review each proposed task order and shall provide an estimate of the specified tasks (including delineation of labor categories and time required to perform the effort) specified therein on a firm-fixed price basis.

H.7.2. The Contractor shall furnish all the necessary qualified personnel, materials, facilities and management resources to deliver the services set forth in the task order within the terms specified and at the price agreed to by the Contractor and the Government after issuance of a task order.

H.7.3. Notwithstanding any other contract provision, the Contractor shall maintain sufficient accounting records for verification of the hours and categories of labor incurred in the performance of this contract. It is further understood and agreed that these accounting records shall be available for Government review during the performance of the contract and three years after final payment of the contract. In the event subcontract labor is included in the labor effort, the foregoing provisions shall be included in all applicable subcontracts.

H.7.4. Work in response to task orders shall be initiated or revised only by issuance of a fully executed task order, or revisions thereto, drawn up as specified and defined herein. The Contracting Officer will request that the Contractor provide a proposal for each task order. The task order will then be negotiated and signed by the Contractor's duly authorized representative. Task orders and revisions so signed and authorized shall then be presented to the Contracting Officer for signature and execution. The Contracting Officer will issue a delivery order to authorize task order execution.

H.7.5. No task order, or revisions, thereto, shall become effective until all authorizations and certifications have been accomplished by signature thereon, and until it has been approved and executed by the Contracting

Officer. All task orders and revisions must be presented, processed, and executed prior to the required start date.

H.7.6. If, in the process of complying with the task orders, the Contractor perceives substantiate savings and/or benefits by changing the tasks, he will so advise and obtain approval from the Contracting Officer, and a revision shall be presented, processed, and may be negotiated.

H.7.7. Upon completion of an assigned task order, the Government for compliance with the requirements will evaluate the performance by the Contractor. Payment under this contract will be in accordance with Section I FAR 52.232-1 entitled, "Payments" or FAR 52.232-16 entitled "Progress. Payments" as negotiated in the task order.

H.7.8. It is understood and agreed that in the event the Government elects to revise a task order issued under the contract pursuant to the procedures set forth above, such revision shall not 'be construed as a partial termination in accordance with Section I FAR 52.249-2, "Termination for Convenience of the Government" (Fixed Price)(APR 1984).

H.7.9. Personal and Professional Conduct: Personnel assigned by the Contractor to the performance of task orders shall be acceptable to the Government in terms of personal and professional conduct. Should the CO deem the conduct of any person involved in the task order performance unacceptable, the Contractor will immediately remove that person from the assignment and propose a specific replacement within two (2) working days. The reason for removal will be fully documented in writing by the Contracting Officer. Removal and replacement of personnel under these circumstances does not absolve the Contractor from meeting the delivery schedule contained in the task order.

ARTICLE H.8. Building Access Passes

The National Institutes of Health has security requirements, which may necessitate the use of building access passes.

ARTICLE H.9 Security Requirements The Contractor shall comply with all security requirements specified in Section C while performing services under this contract, including those requirements pertaining to personnel security, information and data security, and access to Government facilities.'

ARTICLE H.I0. Supervision of Contractor Personnel

The Contractor-supplied personnel are employees of the Contractor and under the administrative control and supervision of the Contractor. The Contractor, through its personnel, shall perform the tasks prescribed herein and in task/delivery orders issued hereunder. The Contractor shall select, supervise, and exercise control and direction over its employees under this Contract. The Contractor shall not supervise, direct, or control the activities of Government personnel or the employees of any other Contractor. The Government shall not exercise any supervision or control over the Contractor in performance of contractual services under this Contract. The Contractor is accountable to the Government for the actions of its personnel.

H.I0.l. Replacement of Contractor Personnel for Non-performance - In the event the Government experiences performance problems due to Contractor personnel, the Government will provide a written request for replacement of the Contractor staff member, The request will include the Government's rationale for the request and will be based on good cause. The Contractor and the Government shall discuss methods to resolve the work relationship issues. If the relationship issues are .not resolved within 14 calendar days, the Contractor shall replace their staff member. Non-performance of a Contractor staff member shall not be interpreted as an excusable delay.

ARTICLE H.11. Contractor Staff Training

The Contractor shall provide fully trained and experienced technical and lead personnel required for performance. Training of Contractor personnel shall be performed by the Contractor at the Contractor's own expense.

The Government will not authorize training for Contractor employees to attend seminars, Symposia, or User Group Conferences, unless certified by the Contractor and the National Institutes of Health Contracting and Contracting Officer Technical Representatives that attendance is mandatory for the performance of task order requirements. When the Contracting and COTR authorize training, in writing, under the conditions set forth above, the Government will reimburse the Contractor for tuition, travel, and per-diem, if required.

Training at Government expense will not be authorized for replacement personnel or for the purpose of keeping Contractor personnel abreast of advances in the state-of-the-art or for training Contractor employees on hardware, computer languages, and computer operating systems that is available on the commercial market.

ARTICLE H.12. National Institutes of Health Mandatory Training Requirements

The Contractor shall require all employees providing services in the NlH Clinical Center, Building 10 on the NlH Campus under this contract to attend the following mandatory training provided by the National Institutes of Health.

Mandatory Training Frequency

Clinical Center New Employee Orientation Initial Employment

(Phase I = 3 1/2 hours, Phase IT =3 hours, EEO Orientation = 2 hours)

Safety and Emergency Preparedness Initial Employment

(Phase 1 = 30 minutes Retraining frequency determined on a departmental basis)

Hospital Infection Control Initial Employment

(Phase I = 30 minutes: Retraining frequency determined on a departmental basis)

Universal Precautions Initial Employment

(After Phase I = 2 hours. Refresher training annually)

Patient Confidentiality Initial Employment

(Phase 1= 20-30 minutes Annually or more often if mandated by their department.)

Diversity Appreciation Initial Employment

(Training required if competency not met.)

Customer Service Initial Employment

(31/2 hours)

Computer Awareness Initial Employment

(Depends on how long it takes a person to complete the online module.)

Sexual Harassment Awareness Initial Employment

(Included in EEO Orientation - 2 hours; every two years thereafter.)

Standards of Ethical Conduct Initial Employment

The COTR will assist the Contractor in the implementation of this training program.

The COTR advise the Contractor of additional mandatory training requirements that may arise during the life of this contract.

ARTICLE H.13 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE

H13.1 The Government hereby provides notice and the Contractor hereby acknowledges receipt that Government personnel observe the listed days as holidays: New Year’s Day; Martin Luther King’s Birthday;

President’s Birthday; Memorial Day; Independence Day; Labor Day; Columbus Day; Veteran’s Day;

Thanksgiving Day; and Christmas.

H13.2 In addition to the days designated as holidays, the government observes the following holidays: any other day designated by Federal Statue; any other day designated by Executive Order; and any other day designated by the President’s Proclamation.

H13.3 It is understood and agreed between the Government and the Contractor that observance of such holidays by the Government personnel shall not be a reason for an additional period of performance, or entitlement of compensation except as set forth within the contract. In the event that 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. This provision does not preclude reimbursement for authorized overtime work if applicable to this contract.

H13.4 When a Federal Agency (or part thereof) grants excused absence to its employees, assigned Contractor personnel may also be dismissed. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the Contracting Officer or the COTR.

H13.5 If Government personnel are furloughed, the Contractor shall contact the Contracting Officer or the Contracting Officer Technical Representative 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. The Contractor personnel that are able to continue contract performance (either on-site or at a site other than their normal workstation), shall continue to work and the contract price shall not be reduced or increased. 2. The Contractor personnel that are not able to continue contract performance (e.g., support functions) may be asked to cease working.

H13.6 In those situations that furloughed Government personnel are reimbursed, the Contractor may not invoice for their employees working during the Government furlough until such time as the special legislation affecting Government personnel is signed in law by the President of the United States.

H13.7 In those situations that furloughed Government personnel are reimbursed, the Contractor may not invoice for their employees not working during the Government furlough until such time as special legislation addressing their payment is signed by the President of the United States.

H13.8 Nothing in the clause abrogates the rights and responsibilities of the parties relating to “Stop Work” provisions as cited in other sections of the contract.

ARTICLE H.14 Non-Personal Services As stated in the Federal Register, Volume 57, No. 190, page 45096, dated September 30, 1992, Policy Letter on Inherently Governmental Functions, no personal services shall be performed under this contract. The Government will not directly supervise contractor employees. The applicable employee supervisor shall provide all individual employee assignments, and daily work direction. If the Contractor believes any Government action or communication has been provided that would create a personal services relationship between the Government and Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

The Contractor shall not perform any inherently governmental actions under this contract. No Contractor employee shall make himself 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.

In connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other Contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

The Contractor shall insure that all of its employees working on this contract are informed of the substance of this clause. Nothing in this clause shall limit the Government’s rights in any way under any other provision 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 clause shall be included in all subcontracts at any tier.

ARTICLE H.15 Organizational Conflicts of Interest The Contractor warrants that, to the best of the Contractor’s knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR 9.5, Organizational and Consultants Conflicts of Interest, or that the Contractor has disclosed such relevant information. The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor shall make full disclosure in writing to the Contracting Officer. That disclosure shall include a description of actions, which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and failed to disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, debar the Contractor from Government Contracting, or pursue such other remedies as may be permitted by law or this contract. The Contractor shall include this clause in all subcontracts and in lower tier subcontracts unless a waiver is requested from, and granted by, the Contracting Officer.

In the event that a task/delivery order is issued to the Contractor that would require activity that would create a potential conflict of interest, the Contractor shall: 1. Notify the Contracting Officer of the potential conflict of interest. 2. Recommend to the Government an alternate tasking approach, which would avoid the potential conflict. 3. Present for approval a conflict of interest mitigation plan. This plan should describe in detail the task/delivery order requirement that creates the potential conflict of interest and outline in detail the actions to be taken by the Contractor and Government in the performance of the tasks to mitigate the conflict.

The Contractor shall not commence work on a task/delivery order related to a potential organizational conflict of interest until specifically notified by the Contracting Officer to proceed. If the Contracting Officer determines that it is in the best interest of the Government, to issue a task/delivery order notwithstanding a conflict of interest, a request for waiver shall be submitted in accordance with FAR 9.503.

ARTICLE H.16 Contractor Responsibilities The Contractor shall provide all management, administrative, clerical, and supervisory functions required for the effective and efficient performance of this contract. The Contractor shall save and hold harmless and indemnify the Government against any and all liability, claims, and costs of whatever kind and nature for injury to and death of any person or persons and for loss or damage to any property occurring in connection with, or in any way incident to, or arising out of, the occupancy, use, service, operations, or performance of work under the terms of this contract, resulting in whole or in part from the negligent acts or omissions of the Contractor.

The Government shall not be liable for any injury to the Contractor’s personnel or damage to the Contractor’s property unless such injury or damage is due to negligence on the part of the Government and is recoverable under the Federal Torts Claims Act, or pursuant to another Federal statutory authority.

A smooth and orderly transition between the Contractor and a predecessor or successor Contractor is necessary to ensure minimum disruption to vital Government business. The Contractor shall cooperate fully in the transition. The Contractor shall adhere to the same professional and ethical standards of conduct required of Government personnel. The Contractor shall not:

(a) Discuss with unauthorized persons any information obtained in the performance of work under this contract;

(b) Conduct business not directly related to this contract on Government premises;

(c) Use computer systems and/or other Government facilities for company or personal business other than that related to the NIH Clinical Center CRIS Core Procurement contract; or

(d) Recruit on Government premises or otherwise act to disrupt official Government business.

ARTICLE H.17 Control of Infectious Disease The Contractor shall ensure that compliance with all applicable federal, state government and Clinical Center (CC) regulations are met regarding control of infectious diseases under the contract at the National Institutes of Health (See Attachment Number 8). Contractors are required to consult the specific regulation for further details, exemptions, documentation, and record keeping requirements. Specific examples include, but are not limited to:

Hospital workers must have proof of rubella (measles) immunity. Workers born after 1956 working at least 20 hours each week who are newly retained as medical staff, direct or contractual employees, or volunteer shall have documentation of receipt of either one dose of live measles virus vaccination or proof of immunity by blood test for antibody to rubella (Health-General Article 19-307, Annotated Code of Maryland). The Contractor shall keep the measles vaccination of immunity status of each worker on file.

Workers with occupational exposure to blood or other potentially infectious materials shall be offered the hepatitis B vaccine unless the employee has previously received the complete hepatitis B vaccination series, antibody testing has revealed that employee is immune, or the vaccine in contraindicated for medical reasons.

Employees who decline to accept the hepatitis B vaccination must sign the mandatory declination, as specified in the OSHA standard. The Contractor shall maintain these records for at least the duration of employment plus 30 years, in accordance with the standard. (29 CFR Part 1910.1030, OSHA Occupational Exposure to Blood-borne Pathogens; Final Rule, Federal Register, Friday, December 6, 1991, pp 64174-64182.)

Workers with occupational exposure to blood or other potentially infectious materials shall be offered post-exposure evaluation and follow up. The Contractor shall maintain these records for at least the duration of employment plus 30 years, in accordance with the standard. (29 CFR Part 1910.1030, OSHA Occupational Exposure to Blood-borne Pathogens; Final Rule, Federal Register, Friday, December 6, 1991, pp 64174- 64182.) The NIH Occupational Medical Service provides emergency clinical evaluation and treatment to NIH employees, non-NIH workers, and visitors on campus who report an exposure to potentially infectious materials.

If the exposure involves a primate retrovirus, OMS also offers chemoprophylaxis and serologic monitoring.

Contractors are responsible for follow-up of exposure other than those involving primate retroviruses.

Workers with occupational exposure to blood or other potentially infectious materials must receive annual training in Universal Precautions. For workers in the Clinical Center and/or credentialed to provide patient care, this training is routinely offered by the Hospital Epidemiology Service (HES). Contractors must either provide annual training to their employees with occupational exposure of ensure that they receive training through the HES. Contractors must maintain training records for three years, according to the standard (29 CFR part 1910.1030, OSHA Occupational Exposure to Blood-borne Pathogens; Final Rule, Federal Register, Friday, December 6, 1991, pp 64174-64182.)

Workers who have the potential for exposure to M. tuberculosis shall receive counseling, screening and evaluation. These workers include: persons who routinely have patient contact or who enter patient rooms or examination or treatment rooms; persons who are exposed to M. tuberculosis in a laboratory or morgue; or persons who work in a primate animal care setting.