N00183-12-T-0355.doc

Section A - Solicitation/Contract Form

CONTRACTOR SHALL PROVIDE THE FOLLOWING:

CAGE CODE:

DUNS:

TIN:

Vendor Point of Contact:

Phone:

Vendor E-Mail:

Fax:

(Contractor shall “x” one of the following payment methods for service contracts ONLY)

Payment in Arrears: __Monthly __Quarterly __Semi-Annually __Annually

PAYMENT INFORMATION:

Contractor shall be required to provide billing electronically via the WAWF Electronic Invoicing Method per Section G of this RFQ. For additional information, visit the following web sites: https://wawf.eb.mil http://wawftraining and/or Email: wawf@nmlc.med.navy.mil Prompt Payment: For Prompt Payment Act purposes, this contract is subject to the 7 calendar-day constructive acceptance period.

SOLICITATION EVALUATION AND AWARD INFORMATION:

**Evaluation shall be based on lowest-price technically acceptable.**

**Contractor shall provide supporting technical documentation if quoting an equal product. Supporting technical documentation is MANDATORY and shall be forwarded with your quotation on or before the solicitation close date in order to be considered for contract award. All offers without the requested documentation shall not be considered for contract award. The Government reserves the right to determine if the proposed product is an equal.** Section B - Supplies or Services and Prices

Internet Based Scheduling Software

FFP

Contract shall provide, in accordance with Section C, Statement of Requirements, internet-based scheduling software with licensing for unlimited amount of users, training and all upgrades and maintenance support. Pricing shall include initial set up and installation fee (enterprise solution option), usage of product and training.

Brand Name or Equal

FOB: Destination

MILSTRIP: N6809312RC9508

PURCHASE REQUEST NUMBER: N6809312RC9508

NET AMT

Subscription Fee & Support

FFP

Subscription Fee and Support - Internet-Based Scheduling Software with Licensing for unlimited amount of users, training and all upgrades and maintenance support for twelve months.

POP: 01 Aug 2012 - 31 Jul 2013

FOB: Destination

MILSTRIP: N6809312RC9508

PURCHASE REQUEST NUMBER: N6809312RC9508

NET AMT

FFP

Subscription Fee and Support - Internet-Based Scheduling Software with Licensing for unlimited amount of users, training and all upgrades and maintenance support for twelve months.

POP: 01 Aug 2013 - 31 Jul 2014

FOB: Destination

NET AMT

FFP

Subscription Fee and Support - Internet-Based Scheduling Software with Licensing for unlimited amount of users, training and all upgrades and maintenance support for twelve months.

POP: 01 Aug 2014 - 31 Jul 2015

NET AMT

FFP

Subscription Fee and Support - Internet-Based Scheduling Software with Licensing for unlimited amount of users, training and all upgrades and maintenance support for twelve months.

POP: 01 Aug 2015 - 31 Jul 2016

NET AMT

FFP

Subscription Fee and Support - Internet-Based Scheduling Software with Licensing for unlimited amount of users, training and all upgrades and maintenance support for twelve months.

POP: 01 Aug 2016 - 31 Jul 2017

NET AMT

Section C - Descriptions and Specifications

Naval Hospital Camp Lejeune

Web Based Staff Scheduling Application

Statement of Requirements

1. Background

1.1. Navy Hospital Camp Lejeune (NHCL) clinical staffs are currently utilizing Excel spreadsheets and paper documentation to create and manage staff schedules. This process and practice is very cumbersome and time intensive to manage and does not allow for enterprise wide communication or audit logging. NHCL is seeking ProMediCorp (Shift Wizard) a web-based staff scheduling solution.

2. Organizational Estimated Requirements

2.1. Number of Directorates: 13

2.2. Number of Departments in those Directorates: 57

2.3. Number of Divisions in those Departments: 60

2.4. Number of Personnel in those Divisions (both active duty and civilian): 2000

2.5. 6 months – 1 year of archive or query able schedules.

2.6. 99% uptime (availability) of systems and servers annually. Redundancy shall help improve the availability of system and servers.

2.7. Daily full data backup in addition to redundancy.

2.8. Will not require any Personal Health Information (PHI) or Personal Identifiable Information

(PII) of any Department of Defense staff member as a required or optional field.

2.9. Does not require any local client (computer) install to the local hard drive. Shall be a complete web solution only and able to be run with user having no administrative rights to the local machine.

2.10. Shall be able to use web application on a thin client (zero based operating system) environment.

2.11. Does not require any plug-in devices or applications.

2.12. Technical support shall be available 24/7/365 for internet-based application and site.

2.13. Shall be accessible from work, home and via portable electronic devices such as smart phone or tablet.

3. Functional Requirements

3.1. Real Time Productivity Module: Overtime / Census Variance Reporting for supervisors along with the ability to track staff work experience to give the nursing supervisor the ability to move staff around to other work areas when staffing is low.

3.2. Communication Capabilities shall include Email, Text and Voice Messaging.

3.3. License / Certification Tracking with 30/60/90 Day Automated Messaging.

3.4. Open Shift Manage – Electronic Needs List

3.5. Capable to support and manage multiple inpatient and outpatient clinic staffing needs.

3.6. Capable to allow separate access control management per clinic or department.

3.7. Varying levels of access control that differentiate between manager, supervisor and staff member.

4. Training

4.1. Online training available to cover multiple shifts.

4.2. Supervisor and Administrator level training provided.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

DELIVERY INFORMATION

SUPPLY OFFICER

100 BREWSTER BOULEVARD

CAMP LEJEUNE NC 28547

910-450-4836

N68093

31-JUL-2013

N68093

31-JUL-2014

N68093

31-JUL-2015

N68093

31-JUL-2016

N68093

31-JUL-2017

N68093

CLAUSES INCORPORATED BY REFERENCE

Section G - Contract Administration Data

WAWF - INVOICE INSTRUCTIONS AND PAYMENT INFORMATION FOR SERVICES

Invoices rendered under this Contract shall be submitted electronically through Wide Area Work Flow – Receipt and Acceptance (WAWF):

The vendor shall self-register at the web site https://wawf.eb.mil. Vendor training is available on the internet at http://wawftraining.com.

Select the 2-in-1 Invoice within WAWF as the invoice type. The 2-in-1 Invoice prepares the Material Inspection and Receiving Report, DD Form 250, and invoice in one document.

Back up documentation (such as service tickets, etc.) can be included and attached to the invoice in WAWF.

Attachments created in any Microsoft Office product are attachable to the invoice in WAWF.

The following information regarding Naval Medical Center Portsmouth and Naval Hospital Camp Lejeune is provided for completion of the invoice in WAWF:

Issuing Office DODAAC: N00183 Admin DODAAC: N00183 Acceptor DODAAC: N68093

LPO DODAAC: N68093

Pay DODAAC: HQ0248 The contractor shall submit invoices for payment per contract terms.

The Government shall process invoices for payment per contract terms.

For more information on Wide Area Workflow, please contact the Wide Area Workflow Implementation Team at wawf@med.navy.mil.

Section H - Special Contract Requirements

BUSINESS ACCESS SECURITY REQUIREMENTS

NOTE: A NEW BASE ORDER (CAMP LEJEUNE BASE ORDER 5512.1C), REGARDING CONTRACTORS ACCESS TO MARINE CORPS BASE CAMP LEJEUNE, AND MARINE CORPS AIR STATION NEW RIVER, BECAME EFFECTIVE 21 FEBRUARY 2006. IN ORDER TO GAIN ACCESS TO PERFORM CONTRACT FUNCTIONS ABOARD THE BASE OR THE AIR STATION, YOU COMPLY WITH THE REQUIREMENTS BELOW.

1 BUSINESS ACCESS SECURITY REQUIREMENTS.

1.1 BUSINESS ACCESS DEFINITION. Contractor/subcontractor employees requiring installation access for periods from one day to one year to MCB, Camp Lejeune or MCAS New River, NC, must obtain a Business Access Identification Badge for that particular installation. Regularly scheduled delivery personnel, to include FEDEX, UPS, Pick-up and deliveries, should also follow the Business Access guidelines described below. Personnel requiring Business Access Identification Badges shall submit all documentation listed below. Badges are not required if the contracted position requires the employee to obtain a Common Access Card (CAE) which will be identified separately within the Government contract.

1.2 INSTALLATION SECURITY ACCESS REQUIREMENTS. Contractor shall accomplish the security requirements below within 10 days after award or prior to performance under the contract.

1.3 BUSINESS ACCESS IDENTIFICATION BADGE REQUIREMENT. The US Government will issue badges to contractor personnel without charge. Badges will be issued for one year or duration of contract whichever is less. In order to obtain a Business Access Identification Badge and access to MCB, Camp Lejeune, and satellite activities, or MCAS New River, all personnel providing services under this contract shall be required to present the documentation below to the following offices, as applicable:

MCB, Camp Lejeune, NC and its satellite activities. Report as follows:

1. Identification Card Center, 59 Molly Pitcher Road for badge (910-451-2727).

2. Vehicle Registration Office, 60 Molly Pitcher Road for vehicle decal (910-451-1158).

MCAS New River, NC. Report as follows:

1. S-4 (Facilities Office), Bldg AS-211 (l"1Deck) for registration on contractor's list (910-449-6310).

2. Pass and Identification Office, Bldg AS-211 (lst Deck) for badge and vehicle decal (910-449-5427/5428).

1.3.1 Photo ID. Valid state or federal issued picture identification card. Acceptable documents include state drivers license, DMV issued photo identification, or alien registration card.

1.3.2 Proof of Employee Citizenship or Legal Alien Status. Acceptable documents include birth certificate, Social Security Card, Immigration and Naturalization Service (INS) forms and passports.

1.3.3 Proof of Criminal Records Check. Proof of a criminal records check from the county or state where the employee has resided for the previous two years (or length of legal residence for foreign nationals in the U.S. for less than two years). Acceptable sources for criminal records checks include: County Courthouse; Defense Security Service (www.dss.mil); and Inforlink Screening Services, Inc. (www.infolinkscreening.com).Criminal records check shall be conducted annually prior to renewal of badges for reevaluation.

1.3.4 Denial of Access. Installation access shall be denied if it is determined that an employee:

a. Is on the National Terrorist Watch List.

b. Is illegally present in the United States.

c. Is subject to an outstanding warrant.

d. Has knowingly submitted an employment questionnaire with false or fraudulent information.

e. Has been issued a debarment order and is currently banned from military installations.

f. Is a Registered Sexual Offender and Convicted Felon (within the past 15 years); has a conviction of a drug crime within the past 5 years; and DUI within the last year.

1.3.5 Appeal Process. All appeals should be directed to the Base Inspector's Office for any individual that has been denied access to the Base.

1.3.6 Display and Disposition of Badges. Contractor employees shall prominently display their badges on their person at all times. Upon completion or termination of a contract or an individual's employment, the Contractor shall collect and turn in badges to the Pass and ill Office from which it was issued. If the Contractor is unable to obtain the employee's badge for whatever reason, the cognizant Pass and ill Office will be notified within 24 hours. During the contract performance period contractors will immediately report instances of lost or stolen badges to the issuing Pass and Identification Office.

1.3.7 Proof of Valid Government Contract. The Contracting Department shall submit a letter [on department letterhead] from the Contracting Officer to the Pass and Identification Office indicating location of contract work, contract period, and name of prime contractor. For subcontractors, the prime contractor will provide proof of employment on a valid Government contract (e.g., a letter [on company letterhead]) to include contract number and term.

1.4 CONTRACTOR SECURITY REQUIREMENT BUSINESS ACCESS VERIFICATION FORM.

Upon completion of the above process, Contractor shall submit to the Contracting Office the Contractor Security Requirement Business Access Verification form (Attachment #1) filled out in its entirety.

1.5 CONTRACTOR AND SUBCONTRACTOR VEHICLE REQUIREMENTS. Each vehicle to be used in contract performance shall show the Contractor's or subcontractor's name so that it is clearly visible and shall always display a valid state license plate and safety inspection sticker. To obtain a vehicle decal, which will be valid for one year or contract period, whichever is shorter, Contractor or subcontractor vehicle operators shall provide:

a. A copy of the Contracting Officer's authorization letter w/cc to PMO;

b. A valid form of Federal or state government I.D.;

c. If driving a motor vehicle, a valid driver's license, vehicle registration and proof of insurance.

Upon completion/termination of this contract or an individual's employment, the Contractor shall collect and turn in to Vehicle Registration all Government vehicle decals. If any are not collected, the Contractor shall notify the Vehicle Registration Office within 24 hours.

1.6 CONTRACTOR AND SUBCONTRACTOR EMPLOYEE VEHICLE REQUIREMENTS. In order to obtain a vehicle decal for one year, the Contractor and subcontractor employees shall provide to the Vehicle Registration office:

a. A copy of the Contracting Officer's authorization letter w/cc to PMO;

b. Proof of employment on a valid Government contract (e.g., a letter [on company letterhead] from the prime contractor including contract number and term);

c. A valid form of Federal or state government I.D.;

d. If driving a motor vehicle, a valid driver's license, vehicle registration and proof of insurance. Upon completion/termination of this contract or an individual's employment, the Contractor shall collect and turn in to Vehicle Registration all Government vehicle decals. If any are not collected, the Contractor shall notify the Vehicle Registration Office within 24 hours.

1.7 SECURITY CHECKS. Contractor personnel and vehicles shall only be present in locations relevant to contract performance. All Contractor personnel entering the base shall conform to all Government regulations and are subject to such checks as may be deemed necessary to ensure that violations do not occur. Employees shall not be permitted on base when such a check reveals that their presence would be detrimental to the security of the base. Subject to security regulations, the Government will allow access to an area for servicing equipment and/or performing required services. Upon request, the Contractor shall submit to the Contracting Officer questionnaires and other forms as may be required for security purposes.

CONTRACTOR SECURITY REQUIREMENTS

BUSINESS ACCESS

VERIFICATION

The Contractor shall submit this notification to the Naval Hospital Camp Lejeune Technical Point of Contact as reflected in Section B of the contract upon completion of the Security Requirements reflected in Section H of the contract.

CONTRACTOR ACKNOWLEDGEMENT

In accordance with the Security Requirements in Section H of the contract, I acknowledge and certify that all personnel providing services under this contract have been processed for access to Marine Corps Base, Camp Lejeune, North Carolina, and its' satellite activities and/or Marine Corps Air Station, New River, North Carolina, and have furnished the documentation reflected below to obtain personnel badges and vehicle decals.

Proof of employee citizenship or legal alien status.

Proof of a criminal records check.

Proof of employment.

An installation sponsor request forwarded to Provost Marshall Office. A valid form of Federal or state government identification. If driving a motor vehicle, a valid driver's license, vehicle registration and proof of insurance.

I, also, acknowledge and certify in accordance with the contract, that I am responsible, upon completion/termination of this contract or an individual's employment, to collect and turn in all personnel badges and vehicle decals.

CONTRACTOR NAME:

ADDRESS:

CONTRACT NUMBER:

CONTRACTOR'S PRINTED NAME

CONTRACTOR'S SIGNED NAME DATE

CLAUSES INCORPORATED BY FULL TEXT

INFORMATION ONLY: This document has been designated for posting to the Navy Electronic Commerce Online (NECO) at http://www.neco.navy.mil

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to contract expiration date.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 31 Jul 2017.

(End of clause)

52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

(a) Definition.

"Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to--

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General. (1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts.

(End of clause)

52.249-1 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT FORM) (APR 1984)

The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the rights, duties, and obligations of the parties, including compensation to the Contractor, shall be in accordance with Part 49 of the Federal Acquisition Regulation in effect on the date of this contract.

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.arnet.gov/far

(End of clause)

N00183-0004 Privacy and Security of Protected Health Information

Department of Defense Business Associate Agreement Introduction

In accordance with DoD 6025.18-R “Department of Defense Health Information Privacy Regulation,” January 24, 2003, the Contractor meets the definition of Business Associate. Therefore, a Business Associate Agreement is required to comply with both the Health Insurance Portability and Accountability Act (HIPAA) Privacy and Security regulations. This clause serves as that agreement whereby the Contractor agrees to abide by all applicable HIPAA Privacy and Security requirements regarding health information as defined in this clause, and in DoD 6025.18-R and DoD 8580.02-R, as amended. Additional requirements will be addressed when implemented.

(a) Definitions. As used in this clause generally refer to the Code of

Federal Regulations (CFR) definition unless a more specific provision exists in DoD 6025.18-R or DoD 8580.02-R.

Individual has the same meaning as the term “individual” in 45 CFR

160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).

Privacy Rule means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.

Protected Health Information has the same meaning as the term

“protected health information” in 45 CFR 160.103, limited to the information created or received by the Contractor from or on behalf of the Government pursuant to the Contract.

Electronic Protected Health Information has the same meaning as the term “electronic protected health information” in 45 CFR 160.103.

Required by Law has the same meaning as the term “required by law” in 45 CFR 164.103.

Secretary means the Secretary of the Department of Health and Human Services or his/her designee.

Security Rule means the Health Insurance Reform: Security Standards at

45 CFR part 160, 162 and part 164, subpart C.

Terms used, but not otherwise defined, in this Clause shall have the same meaning as those terms in 45 CFR 160.103, 164.501 and 164.304.

(b) The Contractor shall not use or further disclose Protected Health

Information other than as permitted or required by the Contract or as Required by Law.

(c) The Contractor shall use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Contract.

(d) The Contractor agrees to use administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits in the execution of this Contract.

(e) The Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of Protected Health Information by the Contractor in violation of the requirements of this Clause.

(f) The Contractor shall report to the Government any security incident involving protected health information of which it becomes aware.

(g) The Contractor shall report to the Government any use or disclosure of the Protected Health Information not provided for by this Contract of which the Contractor becomes aware.

(h) The Contractor shall ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by the Contractor, on behalf of the Government, agrees to the same restrictions and conditions that apply through this Contract to the Contractor with respect to such information.

(i) The Contractor shall ensure that any agent, including a subcontractor, to whom it provides electronic Protected Health Information, agrees to implement reasonable and appropriate safeguards to protect it.

(j) The Contractor shall provide access, at the request of the Government, and in the time and manner reasonably designated by the Government to Protected Health Information in a Designated Record Set, to the Government or, as directed by the Government, to an Individual in order to meet the requirements under 45 CFR 164.524.

(k) The Contractor shall make any amendment(s) to Protected Health

Information in a Designated Record Set that the Government directs or agrees to pursuant to 45 CFR 164.526 at the request of the Government, and in the time and manner reasonably designated by the Government.

(l) The Contractor shall make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by the Contractor, on behalf of the Government, available to the Government, or at the request of the Government to the Secretary, in a time and manner reasonably designated by the Government or the Secretary, for purposes of the Secretary determining the Government’s compliance with the Privacy Rule.

(m) The Contractor shall document such disclosures of Protected

Health Information and information related to such disclosures as would be required for the Government to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.

(n) The Contractor shall provide to the Government or an Individual, in time and manner reasonably designated by the Government, information collected in accordance with this Clause of the Contract, to permit the Government to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.

General Use and Disclosure Provisions

Except as otherwise limited in this Clause, the Contractor may use or disclose Protected Health Information on behalf of, or to provide services to, the

Government for treatment, payment, or healthcare operations purposes, in accordance with the specific use and disclosure provisions below, if such use or disclosure of Protected Health Information would not violate the HIPAA Privacy Rule, the HIPAA Security Rule, DoD 6025.18-R or DoD 8580.02-R if done by the Government.

Specific Use and Disclosure Provisions

(a) Except as otherwise limited in this Clause, the Contractor may use

Protected Health Information for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor.

(b) Except as otherwise limited in this Clause, the Contractor may disclose Protected Health Information for the proper management and administration of the Contractor, provided that disclosures are required by law, or the Contractor obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor of any instances of which it is aware in which the confidentiality of the information has been breached.

(c) Except as otherwise limited in this Clause, the Contractor may use

Protected Health Information to provide Data Aggregation services to the

Government as permitted by 45 CFR 164.504(e)(2)(i)(B).

(d) Contractor may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.502(j)(1).

Obligations of the Government

Provisions for the Government to Inform the Contractor of Privacy Practices and Restrictions

(a) The Government shall provide the Contractor with the notice of privacy practices that the Government produces in accordance with 45 CFR 164.520.

(b) The Government shall provide the Contractor with any changes in, or revocation of, permission by Individual to use or disclose Protected Health

Information, if such changes affect the Contractor’s permitted or required uses and disclosures.

(c) The Government shall notify the Contractor of any restriction to the use or disclosure of Protected Health Information that the Government has agreed to in accordance with 45 CFR 164.522.

Permissible Requests by the Government

The Government shall not request the Contractor to use or disclose

Protected Health Information in any manner that would not be permissible under the HIPAA Privacy Rule, the HIPAA Security Rule, or any applicable Government regulations (including without limitation, DoD 6025.18-R and DoD 8580.02-R) if done by the Government, except for providing Data Aggregation services to the Government and for management and administrative activities of the Contractor as otherwise permitted by this clause.

Termination

(a) Termination. A breach by the Contractor of this clause, may subject the

Contractor to termination under any applicable default or termination provision of this Contract.

(b) Effect of Termination.

(1) If this contract has records management requirements, the records subject to the Clause should be handled in accordance with the records management requirements. If this contract does not have records management requirements, the records should be handled in accordance with paragraphs (2) and (3) below

(2) If this contract does not have records management requirements, except as provided in paragraph (3) of this section, upon termination of this Contract, for any reason, the Contractor shall return or destroy all Protected Health Information received from the Government, or created or received by the Contractor on behalf of the Government. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of the Contractor. The Contractor shall retain no copies of the Protected Health Information.

(3) If this contract does not have records management provisions and the Contractor determines that returning or destroying the Protected Health

Information is infeasible, the Contractor shall provide to the Government notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Government and the Contractor that return or destruction of Protected Health Information is infeasible, the Contractor shall extend the protections of this Contract to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as the Contractor maintains such Protected Health Information.

Miscellaneous

(a) Regulatory References. A reference in this Clause to a section in DoD 6025.18-R, DoD 8580.02-R, Privacy Rule or Security Rule means the section currently in effect or as amended, and for which compliance is required.

(b) Survival. The respective rights and obligations of Business Associate under the “Effect of Termination” provision of this Clause shall survive the termination of this Contract.

(c) Interpretation. Any ambiguity in this Clause shall be resolved in favor of a meaning that permits the Government to comply with DoD 6025.18-R, DoD 8580.02-R, the HIPAA Privacy Rule or the HIPAA Security Rule.