A.09.03_Attachment1_rev3.pdf

BPA Master Dollar Limit: $1,800,000.00 BPA Call Limit: $150,000.00

Period of Performance: 01‐Jun‐2017 to 31‐May‐2022

FSC Codes:

TERMS AND CONDITIONS

TERMS AND CONDITIONS FOR A BLANKET PURCHASE AGREEMENT (BPA)

BETWEEN

XXXXXXXX

AND

REGIONAL HEALTH CONTRACTING OFFICE ‐PACIFIC

TRIPLER ARMY MEDICAL CENTER

BLANKET PURCHASE AGREEMENT NO. XXXXXXXXXX

Authority:

In accordance with FAR Subpart 13.303, the subject BPA is established with

XXXXXXXXXXX

Description of Agreement:

The agreement shall be effective for a term of 5 years or NTE $1,800,000.00 starting on the award date. The BPA may be renegotiated at the end of each contract year.

XXXXXXX published product descriptions and pricing is attached hereto and incorporated herein by reference. It is the basis for all pricing.

Extent of Obligation:

The vendor’s prices provided at time of award shall be in the awarded BPA. Vendors may submit BPA price revision requests in writing to the Contracting Officer 30 days, at minimum, prior to the proposed effective date. The revised price list, if approved by the Contracting Officer, shall be incorporated into the BPA via a bilateral modification to the BPA. The Government is obligated only to the extent of calls (i.e., orders) placed by Individuals authorized to Place Calls and the purchase limitations of this BPA.

Purchase Limitations:

The BPA Master Dollar Limit is $1,800,000.00 NTE a period of 5 Years and the BPA per call limit is $150,000.00.

BPA Call Limit ‐ $25,000.00 (if placed via Government Purchase Card) BPA Call Limit ‐ $150, 000.00 (if ordered through the Contracting Office) BPA Master Dollar Limit ‐ $1,800,000.00 (for life of Agreement)

Individual(s) Authorized to Purchase under the BPA:

The Contracting Office will provide the vendor a separate notification of the appointed Individuals authorized to Place Calls. All RCHO‐P Contracting Officers are also permitted to act as Individuals Authorized to Purchase.

A call number will be provided by the authorized individual placing the call. Each order under this agreement will be assigned a call code/number. Call numbers will consist of a two‐alphabetic position code. The alphabetic position code identifies who is placing the call against the BPA.

Orders will be placed on an as needed basis.

EQUIPMENT as defined herein as a non‐expendable item that is maintenance significant and/or property‐accountable, regardless of cost, SHALL NOT BE PURCHASED VIA THIS BPA.

Delivery Tickets:

All packing lists (delivery tickets) shall contain the following minimum information:

1. Name of supplier.

2. BPA number.

3. Date of purchase.

4. Call or purchase order number.

5. Name of authorized representative placing the call.

6. Itemized list of supplies furnished.

7. Quantity, unit price, extension of each item, less applicable discounts.

8. Date of delivery or shipment.

PAYMENT INFORMATION:

FOR PAYMENT BY GOVERNMENT PURCHASE CARD

Payment will be by the government purchase card cardholder who is the authorized individual(s) to place orders

The billing period shall be from the 20th through the 19th of each month. The firm shall submit itemized invoice(s) for all deliveries made during the billing period to the Individual Authorized in the GPC Delegation Memo placing the call. These invoices need not be supported by copies of delivery tickets.

A summary invoice shall be submitted at the end of the month for all deliveries made during the billing period.

FOR PAYMENT BY iRAPT

Any calls/transactions that exceed the $25,000.00 per call limit SHALL ONLY BE MADE BY A RHCO‐P Contracting Officer.

All calls will be issued against the same CAGE code listed on page 1 of the BPA award.

All call orders exceeding $25,000 per call limit will be provided by RHCO‐P to the vendor for each required order.

Orders will be placed on an as needed basis.

Contractor shall submit their invoice online via iRAPT for payment; Government receiving/accepting official will be listed in the iRAPT clause.

CONTRACTOR POINT OF CONTACT:

The Contractor has designated the following person/place to respond to calls for assistance and other matters regarding the furnishing of required supplies or services:

Please mark all shipments or invoices with BPA number: and the Call Number provided by the Individuals authorized to Place Calls.

(End of clause)

SALIENT CHARACTERISTICS

for Abbott Medical Optics lenses Brand Name or Equal

Characteristics required:

The lenses will need to meet the following essential characteristics or equal to the specific characteristics requested.

The characteristics essential to request are as follows.

All lens:

‐Shall be hydrophobic clear acrylic intra‐ocular lenses, with two haptics ‐Shall be wave front designed ‐Shall allow for normal transmission of blue light, Improved night low vison and high visual acuity.

‐Shall be of aspheric design.

Toric Lenses:

‐Shall be suitable for patients with diagnosed astigmatism.

Blue light filter options in lens design necessary for patients with specific lens characteristics previously surgically placed in fellow eye not required for patients who do not have specific lens characteristic placed in fellow eye

Extended Depth of Focus:

FDA approved Extended Depth of Focus Intraocular Lenses (IOLs), are required to be ultraviolet light‐absorbing posterior chamber IOLs which are intended to mitigate the effects of presbyopia and provide a continuous range of high‐quality vision by extending the depth of focus. In addition, a Toric IOL that can compensate for corneal astigmatism.

The Extended Range of Vision IOLs has a proprietary achromatic diffractive surface designed to correct chromatic aberration and a unique echelette feature to extend the range of vision, including far, intermediate, and near, while maintaining the corneal spherical aberration compensation. Designed to have pupil‐independent lens performance in any lighting condition and same contrast as the Monofocal platform.

Minimized night time visual disturbances of glare and halo due to design.

***Updated under Amendment 2***

Items List (Brand Name or Equal)

MONOFOCAL IOLS Brand Name or Equal

Z9002 Tecnis® CL

ZA9003 Tecnis® Acrylic

ZCB00 Tecnis® 1‐Piece IOL

PCB00 Tecnis® iTec 1‐Piece Preloaded IOL

AAB00 Sensar 1‐pc

INSERTERS Brand Name or Equal

DK7796 Duckworth & Kent ‐ Platinum One Series Micro‐Implantation System

CARTRIDGES Brand Name or Equal

1MTEC30 Box of 30 Cartridges for Platinum One Series Implantation System

REFRACTIVE IOLs Brand Name or Equal

ZMB00 Tecnis Multifocal 1‐Piece IOL +4.0

ZMA00 Tecnis Multifocal 3‐Piece IOL

ZKB00 Tecnis Multifocal 1‐Piece IOL +2.75

ZLB00 Tecnis Multifocal 1‐Piece IOL +3.25

ZXR00 TECNIS Symfony® IOL

ZXT150 TECNIS Symfony® Toric IOL 1.50 cyl

ZXT225 TECNIS Symfony® Toric IOL 2.25 cyl

ZXT300 TECNIS Symfony® Toric IOL 3.00 cyl

ZXT375 TECNIS Symfony® Toric IOL 3.75 cyl

CLAUSES INCORPORATED BY REFERENCE

52.212‐4 Contract Terms and Conditions‐‐Commercial Items JAN 2017

ADDENDUM TO 52.212‐4

(w) UNILATERAL MODIFICATIONS

In addition to 52.212‐4(c), the Government may make unilateral modifications considered administrative in nature.

These include, but are not limited to, changes in the accounting and appropriation data, payment and issuing office addresses, and other corrections that have no effect on the terms and conditions of the contract.

(x) The non‐FAR Part 12 discretionary FAR and DFARS clauses included herein are incorporated into this contract either by reference or in full text. If incorporated by reference, see clause 52.252‐2 herein for locations where full text can be found.

(y) OTSG/MEDCOM Policy Memo 13‐062 Implementation.

The contractor shall comply with OTSG/MEDCOM Policy Memo 13‐062, Policy for Reporting Incidents of Sexual Assault and Sexual Harassment under the Sexual Assault Prevention and Response Program (SHARP), 12 Nov 2013. The SHARP reporting requirements apply only to knowledge obtained by contractor personnel while providing the required supplies under this contract.

All contractor personnel with knowledge of an incident of sexual assault occurring on a Government facility, to include a Government leased facility, where the contractor is providing supplies under this contract shall immediately (within 24 hours) report the incident in writing to the government's contract POC. This reporting policy also applies to sexual assault incidents involving MEDCOM personnel that occur on the contractor’s owned or leased facility under this contract. All incidents shall be reported whether they involve contractor personnel or Government personnel, or other individuals, when the incidents occur on a Government facility or a Government leased facility.

All contractor personnel with knowledge of an incident of sexual harassment occurring on a Government facility, to include a Government leased facility, where the contractor is providing supplies under this contract shall immediately (within 24 hours) report the incident in writing to the government's contract POC. This reporting policy also applies to sexual harassment incidents involving MEDCOM personnel that occur on the contractor’s owned or leased facility under this contract. All incidents shall be reported whether they involve contractor personnel or Government personnel, or other individuals, when the incidents occur on a Government facility or a Government leased facility.

The contractor shall ensure contractor personnel associated with this contract receive Sexual Harassment/Assault Response and Prevention (SHARP) training not later than 60 calendar days after the effective date of this contract. Training can be obtained either online or in person. If contract individuals have an AKO account, they can access online the Team Bound Self Study course through Army Learning Management System (ALMS) at http://www.atsc.army.mil/tadlp/delivery/alms.asp

Advisory Publications Army Regulation 600‐20, Army Command Policy, 20 Sep 2012

Mandatory Publications OTSG/MEDCOM Policy Memo 13‐062, Policy for Reporting Incidents of Sexual Assault and Sexual Harassment under the Sexual Assault Prevention and Responses Program (SHARP), 12 Nov 2013.

Deliverables due

Sexual Assault Reporting. The contractor will immediately (within 24 hours) submit a written report of an incident of sexual assault to the Government contract POC.

Sexual Harassment Reporting. The contractor will immediately (within 24 hours) submit a written report of an incident of sexual harassment to the Government contract POC.

(z) TAS Reporting For reporting purposes, FAR Clause 52.204‐10 Reporting Executive Compensation and First Tier Subcontract Awards, the Treasury Account Symbol (TAS) is 97 0130.

(End of Addendum)

52.203‐3 Gratuities APR 1984 52.203‐6 Alt I Restrictions On Subcontractor Sales To The

Government (Sep 2006) ‐‐ Alternate I

OCT 1995

52.203‐12 Limitation On Payments To Influence Certain Federal Transactions

OCT 2010

52.203‐17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.204‐4 Printed or Copied Double‐Sided on Postconsumer Fiber Content Paper

MAY 2011

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

OCT 2016

52.204‐18 Commercial and Government Entity Code Maintenance JUL 2016 52.209‐6 Protecting the Government's Interest When

Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209‐9 Updates of Publicly Available Information Regarding Responsibility Matters

JUL 2013

52.219‐4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns

OCT 2014

52.219‐8 Utilization of Small Business Concerns NOV 2016 52.222‐3 Convict Labor JUN 2003 52.222‐19 Child Labor ‐‐ Cooperation with Authorities and

Remedies

OCT 2016

52.222‐21 Prohibition Of Segregated Facilities APR 2015 52.222‐26 Equal Opportunity SEP 2016 52.222‐35 Equal Opportunity for Veterans OCT 2015 52.222‐36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222‐37 Employment Reports on Veterans FEB 2016

52.222‐50 Combating Trafficking in Persons MAR 2015 52.222‐54 Employment Eligibility Verification OCT 2015 52.223‐18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.225‐13 Restrictions on Certain Foreign Purchases JUN 2008 52.228‐5 Insurance ‐ Work On A Government Installation JAN 1997 52.232‐18 Availability Of Funds APR 1984 52.232‐36 Payment by Third Party MAY 2014 52.232‐37 Multiple Payment Arrangements MAY 1999 52.232‐39 Unenforceability of Unauthorized Obligations JUN 2013 52.232‐40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233‐3 Protest After Award AUG 1996 52.233‐4 Applicable Law for Breach of Contract Claim OCT 2004 52.242‐13 Bankruptcy JUL 1995 52.247‐34 F.O.B. Destination NOV 1991 252.203‐7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203‐7002 Requirement to Inform Employees of Whistleblower Rights

SEP 2013

252.204‐7003 Control Of Government Personnel Work Product APR 1992 252.205‐7000 Provision Of Information To Cooperative Agreement

Holders

DEC 1991

252.209‐7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

OCT 2015

252.225‐7002 Qualifying Country Sources As Subcontractors DEC 2016 252.225‐7012 Preference For Certain Domestic Commodities DEC 2016 252.225‐7021 Trade Agreements‐‐Basic DEC 2016 252.225‐7048 Export‐Controlled Items JUN 2013 252.232‐7003 Electronic Submission of Payment Requests and

Receiving Reports

JUN 2012

252.232‐7010 Levies on Contract Payments DEC 2006

CLAUSES INCORPORATED BY FULL TEXT

52.209‐10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)

(a) Definitions. As used in this clause‐‐

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of

6 U.S.C. 395(c).

Subsidiary means an entity in which more than 50 percent of the entity is owned‐‐

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

(c) Exceptions to this prohibition are located at 9.108‐2.

(d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event.

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://farsite.hill.af.mil/vffara.htm

52.252‐6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any DoD FAR Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

252.204‐7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

(OCT 2016)

(a) Definitions. As used in this clause‐‐

Adequate security means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

Contractor attributional/proprietary information means information that identifies the contractor(s), whether directly or indirectly, by the grouping of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company.

Controlled technical information means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

Covered contractor information system means an unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information.

Covered defense information means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category‐list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is‐‐

(1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract.

Cyber incident means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

Forensic analysis means the practice of gathering, retaining, and analyzing computer‐related data for investigative purposes in a manner that maintains the integrity of the data.

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Malicious software means computer software or firmware intended to perform an unauthorized process that will have adverse impact on the confidentiality, integrity, or availability of an information system.

This definition includes a virus, worm, Trojan horse, or other code‐based entity that infects a host, as well as spyware and some forms of adware.

Media means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large‐scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered contractor information system.

Operationally critical support means supplies or services designated by the Government as critical for airlift, sealift, intermodal transportation services, or logistical support that is essential to the mobilization, deployment, or sustainment of the Armed Forces in a contingency operation.

Rapidly report means within 72 hours of discovery of any cyber incident.

Technical information means technical data or computer software, as those terms are defined in the clause at DFARS 252.227‐7013, Rights in Technical Data‐‐Noncommercial Items, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, technical orders, catalog‐item identifications, data sets, studies and analyses and related information, and computer software executable code and source code.

(b) Adequate security. The Contractor shall provide adequate security on all covered contractor information systems. To provide adequate security, the Contractor shall implement, at a minimum, the following information security protections:

(1) For covered contractor information systems that are part of an information technology (IT) service or system operated on behalf of the Government, the following security requirements apply:

(i) Cloud computing services shall be subject to the security requirements specified in the clause 252.239‐7010, Cloud Computing Services, of this contract.

(ii) Any other such IT service or system (i.e., other than cloud computing) shall be subject to the security requirements specified elsewhere in this contract.

(2) For covered contractor information systems that are not part of an IT service or system operated on behalf of the Government and therefore are not subject to the security requirement specified at paragraph (b)(1) of this clause, the following security requirements apply:

(i) Except as provided in paragraph (b)(2)(ii) of this clause, the covered contractor information system shall be subject to the security requirements in National Institute of Standards and Technology (NIST) Special Publication (SP) 800‐171, ``Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations'' (available via the internet at http://dx.doi.org/10.6028/NIST.SP.800‐171) in effect at the time the solicitation is issued or as authorized by the Contracting Officer.

(ii)(A) The Contractor shall implement NIST SP 800‐171, as soon aspractical, but not later than December 31, 2017. For all contracts awarded prior to October 1, 2017, the Contractor shall notify the DoD Chief Information Officer (CIO), via email at osd.dibcsia@mail.mil, within 30 days of contract award, of any security requirements specified by NIST SP 800‐171 not implemented at the time of contract award.

(B) The Contractor shall submit requests to vary from NIST SP 800‐171 in writing to the Contracting Officer, for consideration by the DoD CIO. The Contractor need not implement any security requirement adjudicated by an authorized representative of the DoD CIO to be nonapplicable or to have an alternative, but equally effective, security measure that may be implemented in its place.

(C) If the DoD CIO has previously adjudicated the contractor's requests indicating that a requirement is not applicable or that an alternative security measure is equally effective, a copy of that approval shall be provided to the Contracting Officer when requesting its recognition under this contract.

(D) If the Contractor intends to use an external cloud service provider to store, process, or transmit any covered defense information in performance of this contract, the Contractor shall require and ensure that the cloud service provider meets security requirements equivalent to those established by the Government for the Federal Risk and Authorization Management Program (FedRAMP) Moderate baseline (https://www.fedramp.gov/resources/documents/) and that the cloud service provider complies with requirements in paragraphs (c) through (g) of this clause for cyber incident reporting, malicious software, media preservation and protection, access to additional information and equipment necessary for forensic analysis, and cyber incident damage assessment.

(3) Apply other information systems security measures when the Contractor reasonably determines that information systems security measures, in addition to those identified in paragraphs (b)(1) and (2) of this clause, may be required to provide adequate security in a dynamic environment or to accommodate special circumstances (e.g., medical devices) and any individual, isolated, or temporary deficiencies based on an assessed risk or vulnerability. These measures may be addressed in a system security plan.

(c) Cyber incident reporting requirement.

(1) When the Contractor discovers a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or that affects the contractor's ability to perform the requirements of the contract that are designated as operationally critical support and identified in the contract, the Contractor shall‐‐

(i) Conduct a review for evidence of compromise of covered defense information, including, but not limited to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, as well as other information systems on the Contractor's network(s), that may have been accessed as a result of the incident in order to identify compromised covered defense information, or that affect the Contractor's ability to provide operationally critical support; and

(ii) Rapidly report cyber incidents to DoD at http://dibnet.dod.mil.

(2) Cyber incident report. The cyber incident report shall be treated as information created by or for DoD and shall include, at a minimum, the required elements at http://dibnet.dod.mil.

(3) Medium assurance certificate requirement. In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD‐approved medium assurance certificate to report cyber incidents. For information on obtaining a DoD‐approved medium assurance certificate, see http://iase.disa.mil/pki/eca/Pages/index.aspx.

(d) Malicious software. When the Contractor or subcontractors discover and isolate malicious software in connection with a reported cyber incident, submit the malicious software to DoD Cyber Crime Center (DC3) in accordance with instructions provided by DC3 or the Contracting Officer. Do not send the malicious software to the Contracting Officer.

(e) Media preservation and protection. When a Contractor discovers a cyber incident has occurred, the Contractor shall preserve and protect images of all known affected information systems identified in paragraph (c)(1)(i) of this clause and all relevant monitoring/packet capture data for at least 90 days from the submission of the cyber incident report to allow DoD to request the media or decline interest.

(f) Access to additional information or equipment necessary for forensic analysis. Upon request by DoD, the Contractor shall provide DoD with access to additional information or equipment that is necessary to conduct a forensic analysis.

(g) Cyber incident damage assessment activities. If DoD elects to conduct a damage assessment, the Contracting Officer will request that the Contractor provide all of the damage assessment information gathered in accordance with paragraph (e) of this clause.

(h) DoD safeguarding and use of contractor attributional/proprietary information. The Government shall protect against the unauthorized use or release of information obtained from the contractor (or derived from information obtained from the contractor) under this clause that includes contractor attributional/proprietary information, including such information submitted in accordance with paragraph (c). To the maximum extent practicable, the Contractor shall identify and mark attributional/proprietary information. In making an authorized release of such information, the Government will implement appropriate procedures to minimize the contractor attributional/proprietary information that is included in such authorized release, seeking to include only that information that is necessary for the authorized purpose(s) for which the information is being released.

(i) Use and release of contractor attributional/proprietary information not created by or for DoD.

Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is not created by or for DoD is authorized to be released outside of DoD‐‐

(1) To entities with missions that may be affected by such information;

(2) To entities that may be called upon to assist in the diagnosis, detection, or mitigation of cyber incidents;

(3) To Government entities that conduct counterintelligence or law enforcement investigations;

(4) For national security purposes, including cyber situational awareness and defense purposes (including with Defense Industrial Base (DIB) participants in the program at 32 CFR part 236); or

(5) To a support services contractor (``recipient'') that is directly supporting Government activities under a contract that includes the clause at 252.204‐7009, Limitations on the Use or Disclosure of Third‐Party Contractor Reported Cyber Incident Information.

(j) Use and release of contractor attributional/proprietary information created by or for DoD.

Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is created by or for DoD (including the information submitted pursuant to paragraph (c) of this clause) is authorized to be used and released outside of DoD for purposes and activities authorized by paragraph (i) of this clause, and for any other lawful Government purpose or activity, subject to all applicable statutory, regulatory, and policy based restrictions on the Government's use and release of such information.

(k) The Contractor shall conduct activities under this clause in accordance with applicable laws and regulations on the interception, monitoring, access, use, and disclosure of electronic communications and data.

(l) Other safeguarding or reporting requirements. The safeguarding and cyber incident reporting required by this clause in no way abrogates the Contractor's responsibility for other safeguarding or cyber incident reporting pertaining to its unclassified information systems as required by other applicable clauses of this contract, or as a result of other applicable U.S. Government statutory or regulatory requirements.

(m) Subcontracts. The Contractor shall‐‐

(1) Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial items, without alteration, except to identify the parties. The Contractor shall determine if the information required for subcontractor performance retains its identity as covered defense information and will require protection under this clause, and, if necessary, consult with the Contracting Officer; and

(2) Require subcontractors to‐‐

(i) Notify the prime Contractor (or next higher‐tier subcontractor) when submitting a request to vary from a NIST SP 800‐171 security requirement to the Contracting Officer, in accordance with paragraph (b)(2)(ii)(B) of this clause; and

(ii) Provide the incident report number, automatically assigned by DoD, to the prime Contractor (or next higher‐tier subcontractor) as soon as practicable, when reporting a cyber incident to DoD as required in paragraph (c) of this clause.

252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT

(MAY 2016)

(a) Definitions. As used in this clause--

Computer software means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer data bases or computer software documentation.

Litigation support means administrative, technical, or professional services provided in support of the Government during or in anticipation of litigation.

Litigation support contractor means a contractor (including its experts, technical consultants, subcontractors, and suppliers) providing litigation support under a contract that contains the clause at 252.204-7014, Limitations on the Use or Disclosure of Information by Litigation Support Contractors.

Sensitive information means controlled unclassified information of a commercial, financial, proprietary, or privileged nature. The term includes technical data and computer software, but does not include information that is lawfully, publicly available without restriction.

Technical data means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.

(b) Notice of authorized disclosures. Notwithstanding any other provision of this solicitation or contract, the Government may disclose to a litigation support contractor, for the sole purpose of litigation support activities, any information, including sensitive information, received—

(1) Within or in connection with a quotation or offer; or

(2) In the performance of or in connection with a contract.

(c) Flowdown. Include the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for commercial items.

252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUN 2013)

(a) The Contractor is not required to flow down the terms of any Defense Federal Acquisition Regulation Supplement (DFARS) clause in subcontracts for commercial items at any tier under this contract, unless so specified in the particular clause.

(b) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligation.

(c) The Contractor shall include the terms of this clause, including this paragraph (c), in subcontracts awarded under this contract, including subcontracts for the acquisition of commercial items.

252.247‐7023 TRANSPORTATION OF SUPPLIES BY SEA (APR 2014)

(a) Definitions. As used in this clause ‐‐

"Components" means articles, materials, and supplies incorporated directly into end products at any level of manufacture, fabrication, or assembly by the Contractor or any subcontractor.

"Department of Defense" (DoD) means the Army, Navy, Air Force, Marine Corps, and defense agencies.

"Foreign‐flag vessel" means any vessel that is not a U.S.‐flag vessel.

"Ocean transportation" means any transportation aboard a ship, vessel, boat, barge, or ferry through international waters.

"Subcontractor" means a supplier, materialman, distributor, or vendor at any level below the prime contractor whose contractual obligation to perform results from, or is conditioned upon, award of the prime contract and who is performing any part of the work or other requirement of the prime contract.

"Supplies" means all property, except land and interests in land, that is clearly identifiable for eventual use by or owned by the DoD at the time of transportation by sea.

(i) An item is clearly identifiable for eventual use by the DoD if, for example, the contract documentation contains a reference to a DoD contract number or a military destination.

(ii) "Supplies" includes (but is not limited to) public works; buildings and facilities; ships; floating equipment and vessels of every character, type, and description, with parts, subassemblies, accessories, and equipment; machine tools; material; equipment; stores of all kinds; end items; construction materials; and components of the foregoing.

"U.S.‐flag vessel" means a vessel of the United States or belonging to the United States, including any vessel registered or having national status under the laws of the United States.

(b)(1) The Contractor shall use U.S.‐flag vessels when transporting any supplies by sea under this contract.

(2) A subcontractor transporting supplies by sea under this contract shall use U.S.‐flag vessels if‐‐

(i) This contract is a construction contract; or

(ii) The supplies being transported are‐‐

(A) Noncommercial items; or

(B) Commercial items that‐‐

(1) The Contractor is reselling or distributing to the Government without adding value (generally, the Contractor does not add value to items that it contracts for f.o.b. destination shipment);

(2) Are shipped in direct support of U.S. military contingency operations, exercises, or forces deployed in humanitarian or peacekeeping operations; or

(3) Are commissary or exchange cargoes transported outside of the Defense Transportation System in accordance with 10 U.S.C. 2643.

(c) The Contractor and its subcontractors may request that the Contracting Officer authorize shipment in foreign‐flag vessels, or designate available U.S.‐flag vessels, if the Contractor or a subcontractor believes that ‐‐

(1) U.S.‐flag vessels are not available for timely shipment;

(2) The freight charges are inordinately excessive or unreasonable; or

(3) Freight charges are higher than charges to private persons for transportation of like goods.

(d) The Contractor must submit any request for use of foreign‐flag vessels in writing to the Contracting Officer at least 45 days prior to the sailing date necessary to meet its delivery schedules. The Contracting Officer will process requests submitted after such date(s) as expeditiously as possible, but the Contracting Officer's failure to grant approvals to meet the shipper's sailing date will not of itself constitute a compensable delay under this or any other clause of this contract. Requests shall contain at a minimum ‐‐

(1) Type, weight, and cube of cargo;

(2) Required shipping date;

(3) Special handling and discharge requirements;

(4) Loading and discharge points;

(5) Name of shipper and consignee;

(6) Prime contract number; and

(7) A documented description of efforts made to secure U.S.‐flag vessels, including points of contact (with names and telephone numbers) with at least two U.S.‐flag carriers contacted. Copies of telephone notes, telegraphic and facsimile message or letters will be sufficient for this purpose.

(e) The Contractor shall, within 30 days after each shipment covered by this clause, provide the Contracting Officer and the Maritime Administration, Office of Cargo Preference, U.S. Department of Transportation, 400 Seventh Street SW., Washington, DC 20590, one copy of the rated on board vessel operating carrier's ocean bill of lading, which shall contain the following information:

(1) Prime contract number;

(2) Name of vessel;

(3) Vessel flag of registry;

(4) Date of loading;

(5) Port of loading;

(6) Port of final discharge;

(7) Description of commodity;

(8) Gross weight in pounds and cubic feet if available;

(9) Total ocean freight in U.S. dollars; and

(10) Name of the steamship company.

(f) If this contract exceeds the simplified acquisition threshold, the Contractor shall provide with its final invoice under this contract a representation that to the best of its knowledge and belief--

(1) No ocean transportation was used in the performance of this contract;

(2) Ocean transportation was used and only U.S.‐flag vessels were used for all ocean shipments under the contract;

(3) Ocean transportation was used, and the Contractor had the written consent of the Contracting Officer for all foreign‐flag ocean transportation; or

(4) Ocean transportation was used and some or all of the shipments were made on foreign‐flag vessels without the written consent of the Contracting Officer. The Contractor shall describe these shipments in the following format:

ITEM CONTRACT QUANTITY

DESCRIPTION LINE ITEMS

TOTAL_______________________________________________________________

(g) If this contract exceeds the simplified acquisition threshold and the final invoice does not include the required representation, the Government will reject and return it to the Contractor as an improper invoice for the purposes of the Prompt Payment clause of this contract. In the event there has been unauthorized use of foreign-flag vessels in the performance of this contract, the Contracting Officer is entitled to equitably adjust the contract, based on the unauthorized use.

(h) In the award of subcontracts for the types of supplies described in paragraph (b)(2) of this clause, including subcontracts for commercial items, the Contractor shall flow down the requirements of this clause as follows:

(1) The Contractor shall insert the substance of this clause, including this paragraph (h), in subcontracts that exceed the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation.

(2) The Contractor shall insert the substance of paragraphs (a) through (e) of this clause, and this paragraph (h), in subcontracts that are at or below the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation.

ADDITIONAL INSTRUCTIONS

Non‐Defense Health Agency (Non‐DHA) Health Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement (BAA) (7 July 2014)

Introduction

In accordance with 45 CFR 164.502(e)(2) and 164.504(e) and paragraph C.3.4.1.3 of DoD 6025.18‐R, “DoD Health Information Privacy Regulation,” January 24, 2003, this document serves as a BAA between the signatory parties for purposes of the HIPAA and the “HITECH Act” amendments thereof, as implemented by the HIPAA Rules and DoD HIPAA Issuances (both defined below). The parties are a DoD Military Health System (MHS) component, acting as a HIPAA covered entity, and a DoD contractor, acting as a HIPAA business associate. The HIPAA Rules require BAAs between covered entities and business associates. Implementing this BAA requirement, the applicable DoD HIPAA Issuance (DoD 6025.18‐R, paragraph C3.4.1.3) provides that requirements applicable to business associates must be incorporated (or incorporated by reference) into the contract or agreement between the parties.

(a) Catchall Definition. Except as provided otherwise in this BAA, the following terms used in this BAA shall have the same meaning as those terms in the DoD HIPAA Rules: Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices (NoPP), Protected Health Information (PHI), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

—Breach means actual or possible loss of control, unauthorized disclosure of or unauthorized access to PHI or other PII (which may include, but is not limited to PHI), where persons other than authorized users gain access or potential access to such information for any purpose other than authorized purposes, where one or more individuals will be adversely affected. The foregoing definition is based on the definition of breach in DoD Privacy Act Issuances as defined herein.

—Business Associate shall generally have the same meaning as the term “business associate” in the DoD HIPAA Issuances, and in reference to this BAA, shall mean [insert name of Business Associate signatory to this BAA].

—Agreement means this BAA together with the documents and/or other arrangements under which the Business Associate signatory performs services involving access to PHI on behalf of the MHS component signatory to this BAA.

—Covered Entity shall generally have the same meaning as the term “covered entity” in the DoD HIPAA Issuances, and in reference to this BAA, shall mean U.S. Army Medical Command.

—DHA Privacy Office means the DHA Privacy and Civil Liberties Office. The DHA Privacy Office Director is the HIPAA Privacy and Security Officer for DHA, including the National Capital Region Medical Directorate (NCRMD).

—DoD HIPAA Issuances means the DoD issuances implementing the HIPAA Rules in the DoD Military Health System (MHS). These issuances are DoD 6025.18‐R (2003), DoDI 6025.18 (2009), and DoD 8580.02‐R (2007).

—DoD Privacy Act Issuances means the DoD issuances implementing the Privacy Act, which are DoDD

5400.11 (2007) and DoD 5400.11‐R (2007).

—HHS Breach means a breach that satisfies the HIPAA Breach Rule definition of breach in 45 CFR 164.402.

—HIPAA Rules means, collectively, the HIPAA Privacy, Security, Breach and Enforcement Rules, issued by the U.S. Department of Health and Human Services (HHS) and codified at 45 CFR Part 160 and Part 164, Subpart E (Privacy), Subpart C (Security), Subpart D (Breach) and Part 160, Subparts C‐D (Enforcement), as amended by the 2013 modifications to those Rules, implementing the “HITECH Act” provisions of Pub. L. 111‐5. See 78 FR 5566‐5702 (Jan. 25, 2013) (with corrections at 78 FR 32464 (June 7, 2013)).

Additional HIPAA rules regarding electronic transactions and code sets (45 CFR Part 162) are not addressed in this BAA and are not included in the term HIPAA Rules.

—Service‐Level Privacy Office means one or more offices within the military services (Army, Navy, or Air Force) with oversight authority over Privacy Act and HIPAA privacy compliance.

I. Obligations and Activities of Business Associate

(a) The Business Associate shall not use or disclose PHI other than as permitted or required by the Agreement or as required by law.

(b) The Business Associate shall use appropriate safeguards, and comply with the DoD HIPAA Rules with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement.

(c) The Business Associate shall report to Covered Entity any Breach of which it becomes aware, and shall proceed with breach response steps as required by Part V of this BAA. With respect to electronic PHI, the Business Associate shall also respond to any security incident of which it becomes aware in accordance with any Information Assurance provisions of the Agreement. If at any point the Business Associate becomes aware that a security incident involves a Breach, the Business Associate shall immediately initiate breach response as required by part V of this BAA.

(d) In accordance with 45 CFR 164.502(e)(1)(ii)) and 164.308(b)(2), respectively), as applicable, the Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such PHI.

(e) The Business Associate shall make available PHI in a Designated Record Set, to the Covered Entity or, as directed by the Covered Entity, to an Individual, as necessary to satisfy the Covered Entity obligations under 45 CFR 164.524.

(f) The Business Associate shall make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526.

(g) The Business Associate shall maintain and make available the information required to provide an accounting of disclosures to the Covered Entity or an individual as necessary to satisfy the Covered Entity’s obligations under 45 CFR 164.528.

(h) To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under the HIPAA Privacy Rule, the Business Associate shall comply with the requirements of HIPAA Privacy Rule that apply to the Covered Entity in the performance of such obligation(s); and

(i) The Business Associate shall make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

II. Permitted Uses and Disclosures by Business Associate

(a) The Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Agreement or as required by law. The Business Associate is not permitted to de‐identify PHI under DoD HIPAA issuances or the corresponding 45 CFR 164.514(a)‐(c), nor is it permitted to use or disclose de‐identified PHI, except as provided by the Agreement or directed by the Covered Entity.

(b) The Business Associate agrees to use, disclose and request PHI only in accordance with the HIPAA Privacy Rule “minimum necessary” standard and corresponding DHA policies and procedures as stated in the DoD HIPAA Issuances.

(c) The Business Associate shall not use or disclose PHI in a manner that would violate the DoD HIPAA Issuances or HIPAA Privacy Rules if done by the Covered Entity, except uses and disclosures for the Business Associate’s own management and administration and legal responsibilities or for data aggregation services as set forth in the following three paragraphs.

(d) Except as otherwise limited in the Agreement, the Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. The foregoing authority to use PHI does not apply to disclosure of PHI, which is covered in the next paragraph.

(e) Except as otherwise limited in the Agreement, the Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law, or the Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

(f) Except as otherwise limited in the Agreement, the Business Associate may use PHI to provide Data Aggregation services relating to the Covered Entity’s health care operations.

III. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

(…