SECTION_I.pdf

RFP-CMS-RMADA-2014

PART II – CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at the following Internet address: http://www.arnet.gov/far/.

52.202-1 DEFINITIONS (JUL 2012)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (SEP 2006)

52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR

2010)

52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

http://oig.hhs.gov/fraud/report-fraud/index.asp

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (DEC 2011)

52.204-4 PRINTED/COPIED DOUBLE-SIDED ON RECYCLED PAPER (MAY

2011)

52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (APR

2008)

52.204-7 CENTRAL CONTRACTOR REGISTRATION (FEB 2012)

52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAY 2012)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (AUG 2012)

http://www.arnet.gov/far/fac.html http://oig.hhs.gov/fraud/report-fraud/index.asp

52.204-13 CENTRAL CONTRACTOR REGISTRATION MAINTENANCE (DEC

2012)

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR

2010)

52.209-6 PROTECTING THE GOVERNMENTS INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (DEC 2010)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS (FEB 2012)

52.210-1 MARKET RESEARCH (APR 2011)

52.215-2 AUDIT AND RECORDS--NEGOTIATION (JUN 1999)

52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT

1997)

52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG

2011)

52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-

MODIFICATIONS (AUG 2011)

52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 2010)

52.215-13 SUBCONTRACTOR COST OR PRICING DATA – MODIFICATIONS

(OCT 2010)

52.215-14 INTEGRITY OF UNIT PRICES (OCT 2010)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT

BENEFITS (PRB) OTHER THAN PENSIONS (JUL 2005)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION

OTHER THAN COST OR PRICING DATA (OCT 2010) ALT IV (OCT

2010)

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION

OTHER THAN COST OR PRICING DATA -- MODIFICATIONS (OCT

2010) - ALTERNATE III (OCT 2010)

52.216-23 LIMITATIONF ON PASS-THROUGH CHARGES (OCT 2009)

52.216-26 PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIATION (DEC

2002)

52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

52.216-22 INDEFINITE QUANTITY (OCT 1995)

52.217-5 EVALUATION OF OPTIONS (JUL 1990)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2011)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2011) –

ALTERNATE II (OCT 2001)

52.219-16 LIQUIDATED DAMAGES – SUBCONTRACTING PLAN (JAN 1999)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

52.222-3 CONVICT LABOR (JUN 2003)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

52.222-26 EQUAL OPPORTUNITY (MAR 2007)

52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS,

VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE

VETERANS (SEP 2010)

52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES. (OCT

2010)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (SEP 2010)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (DEC 2010)

52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (NOV 2007)

52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JUL 2012)

52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (AUG 2011)

52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

52.224-2 PRIVACY ACT (APR 1984)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

52.226-1 UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED

ECONOMIC ENTERPRISES (JUN 2000)

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT (DEC 2007)

52.227-11 PATENT RIGHTS – OWNERSHIP BY THE CONTRACTOR (DEC 2007)

52.227-14 RIGHTS IN DATA – GENERAL (DEC 2007)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS (DEC 2007)

52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

52.229-3 FEDERAL, STATE AND LOCAL TAXES (APR 2013)

52.230-2 COST ACCOUNTING STANDARDS (MAY 2012)

52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING

PRACTICES (MAY 2012)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUL 2010)

52.232-17 INTEREST (OCT 2010)

52.232-20 LIMITATION OF COST (APR 1984)

52.232-22 LIMITATION OF FUNDS (APR 1984)

52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25 PROMPT PAYMENT (OCT 2008)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER –CENTRAL

CONTRACTOR REGISTRATION (OCT 2003)

52.233-1 DISPUTES (JUL 2002)

52.233-3 PROTEST AFTER AWARD (AUG 1996)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-13 BANKRUPTCY (JUL 1995)

52.243-7 NOTIFICATION OF CHANGES (APR 1984)

52.244-2 SUBCONTRACTS (OCT 2010)

52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2010)

52.245-1 GOVERNMENT PROPERTY (APR 2012)

52.246-25 LIMITATION OF LIABILITY - SERVICES (FEB 1997)

52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

THE FOLLOWING CLAUSES ARE APPLICABLE TO THE COST TYPE ORDERS

ONLY:

52.203-6 RESTRICTION ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (SEP 2006)

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

52.216-8 FIXED FEE (JUN 2011)

52.230-2 COST ACCOUNTING STANDARDS (MAY 2012)

52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING

PRACTICES (MAY 2012)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUL 2010)

52.232-9 LIMITATION ON WITHHOLDING CONTRACT PAYMENTS (APR 1984)

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) - ALTERNATE I

(APR 1984)

52.246-5 INSPECTION OF SERVICES -- COST-REIMBURSEMENT (APR 1984)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

52.249-14 EXCUSABLE DELAYS (APR 1984)

THE FOLLOWING CLAUSES ARE APPLICABLE TO THE TIME AND MATERIAL

(T&M)/LABOR HOUR ORDERS ONLY:

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR

CONTRACTS (FEB 2007)

52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

52.246-6 INSPECTION -- TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004) -- ALTERNATE

IV (SEP 1996)

52.249-14 EXCUSABLE DELAYS (APR 1984)

THE FOLLOWING CLAUSES ARE APPLICABLE TO THE FIRM-FIXED PRICE

ORDERS ONLY:

52.203-6 RESTRICTIONS ON SUBCONTRACT SALES TO THE GOVERNMENT

(SEP 2006)

52.217-2 CANCELLATION UNDER MULTI-YEAR CONTRACTS (OCT 1997)

52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT -

PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS)

(SEP 2009)

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007)

52.228-5 INSURANCE- WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

52.230-2 COST ACCOUNTING STANDARDS (MAY 2012)

52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING

PRACTICES (MAY 2012)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUL 2010)

52.232-1 PAYMENTS (APR 1984)

52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

52.232-11 EXTRAS (APR 1984)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

52.243-1 CHANGES - FIXED-PRICE (AUG 1987) -- ALTERNATE I (APR 1984)

52.246-4 INSPECTION OF SERVICES -- FIXED-PRICE (AUG 1996)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-

PRICE) (APR 2012)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

I.2 HHSAR 352-252-20 DEPARTMENT OF HEALTH AND HUMAN SERVICES

ACQUISITION REGULATIONS (HHSAR)

HTTP://KNOWNET.HHS.GOV/ACQUISITION/HHSAR/DEFAULT.HTM

352.201-70 PAPERWORK REDUCTION ACT (JAN 2006)

352.202-1 DEFINITIONS (JAN 2006)

352.203-70 ANTI-LOBBYING (JAN 2006)

352.216-70 ADDITIONAL COST PRINCIPLES (JAN 2006)

352.219-70 MENTOR-PROTÉGÉ PROGRAM (JAN 2010)

352.219-71 MENTOR-PROTÉGÉ PROGRAM REPORTING REQUIREMENTS (JAN

2010)

352.222-70 CONTRACTOR COOPERATION IN EQUAL EMPLOYMENT

OPPORTUNITY INVESTIGATIONS (JAN 2010)

352.223-70 SAFETY AND HEALTH (JAN 2006)

352.224-70 PRIVACY ACT (JAN 2006)

352.233-71 LITIGATION AND CLAIMS (JAN 2006)

352.239-70 STANDARD FOR SECURITY CONFIGURATIONS (JAN 2010)

352.239-71 STABDARD FOR ENCRYPTION LANGUAGE (JAN 2010)

352.239-72 SECURITY REQUIREMENTS FOR FEDERAL INFORMATION

TECHNOLOGY RESOURCES (JAN 2010)

http://knownet.hhs.gov/acquisition/hhsar/default.htm

352.239-73 ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY

(JAN 2010)

352.242-71 TOBACCO-FREE FACILITIES (JAN 2006)

352.242-73 WITHOLDING OF CONTRACT PAYMENTS (JAN 2006)

352.242-74 FINAL DECISIONS ON AUDIT FINDINGS (APR 1984)

352.270-1 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS TO

PERSONS WITH DISABILITIES (JAN 2001)

I.3 DEFINITIONS HHSAR 352.202-1 (JAN 2006)

The FAR Definitions clause at 52.202-1 is modified as follows:

(a) In accordance with 52.202–1(a) (1), substitute the following as paragraph (a):

‘‘(a) The term ‘‘Secretary’’ or ‘‘Head of the Agency’’ (also called ‘‘Agency Head’’) means the Secretary, Deputy Secretary, or any Assistant Secretary, Administrator or Commissioner of the Department of Health and Human Services; and the term ‘‘his/her duly authorized representative’’ means any person, persons, or board authorized to act for the Secretary.’’

(b) In accordance with 52.202–1(a) (1), add the following paragraph (h):

‘‘(h) The term ‘‘Contracting Officer Representative” means the person who monitors the technical aspects of contract performance. The Contracting Officer Representative is not authorized to issue any instructions or directions which cause any increase or decrease in the Statement of Work/Performance Work Statement/Specifications which would result in the increase or decrease in the price of this contract, or changes in the delivery schedule or period of performance of this contract. If applicable, the Contracting Officer Representative is not authorized to receive or act upon any notification or revised cost estimate provided by the Contractor in accordance with the Limitation of Cost or Limitation of Funds clauses of this contract.’’

I.4 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or https://www.acquisition.gov/far/current/html/52_200_206.html#wp1137572 https://www.acquisition.gov/far/current/html/52_200_206.html#wp1137572 are certain to occur as a result of a change in ownership.

(b) The Contractor shall--

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractors ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

(c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

I.5 ORDERING FAR 52.216-18 (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of Task Orders by the individuals or activities designated in the Schedule.

Such orders may be issued from the final effective date of the contract.

(b) All 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, an 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.

I.6 ORDERING LIMITATIONS FAR 52.216-19 (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $25,000 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor –

(1) Any order for a single item in excess of $20 Million

(2) Any order for a combination of items in excess of $50 Million, or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in subparagraph (b) (1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

I.7 INDEFINITE QUANTITY FAR 52.216-22 (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) 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 60 months from contract expiration.

I.8 ALTERATIONS IN CONTRACT FAR 52.252-4 (APR 1984)

Portions of this contract are altered as follows: None at this time.

I.9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS FAR 52.209-9 (JAN 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.sam.gov.

(b)(1) The Contractor will receive notification when the Government posts new http://www.sam.gov./ information to the Contractor’s record.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3)(i) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(ii) As required by section 3010 of Public Law 111-212, all information posted in

FAPIIS

on or after April 15, 2011, except past performance reviews, will be publicly available.

I.10 FAR 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 _____ [insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least ___ days [60 days unless a different number of days is inserted] 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 ___________ (months)(years).