285-17-RFP-0019_(COMPLETE).pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

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4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

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8. OFFER DUE DATE/

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9. ISSUED BY

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18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

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RFQ IFB RFP

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25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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DATED . . YOUR OFFER ON SOLICITATION

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30a. SIGNATURE OF OFFEROR/CONTRACTOR

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31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

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NAICS:

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ARE ARE NOT ATTACHED

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27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

285-17-RFP-0019

Ralph W. Ketcher, Jr 615-467-1516

Mashpee Service Unit 483 Great Neck Road Mashpee, MA 02649-3707

Rita Gonsalves, CEO Mashpee Service Unit

INDIAN HEALTH SERVICE, NASHVILLE AREA OFFICE

DIVISION OF FINACIAL MANAGEMENT

711 STEWARTS FERRY PIKE

NASHVILLE, TN 37214

1 Base Year, Award Date – September 30, 2017 Regular clinic hours ( 8 day per month) 32 HR Phone consultation (12 hours per month) 48 HR

2 Option Year 1, October,1 2017 – September 30, 2018 96 HR Regular clinic hours ( 8 day per month)

Phone consultation (12 hours per month) 144 HR

621330

$7.5 M

05/25/2017

06/26/2017

12:00PM CST

Indian Health Service Nashville Area Office 711 Stewarts Ferry Pike Nashville, TN 37214

STANDARD FORM 1449 (REV. 2/2012) BACK

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RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

3 Option Year 2, October,1 2018 – September 30, 2019 Regular clinic hours ( 8 day per month) 96 HR Phone consultation (12 hours per month) 144 HR

4 Option Year 3, October,1 2019 – September 30, 2020 Regular clinic hours ( 8 day per month) 96 HR Phone consultation (12 hours per month) 144 HR

5 Option Year 4, October,1 2020 – September 30, 2021 Regular clinic hours ( 8 day per month) 96 HR Phone consultation (12 hours per month) 144 HR

285-17-RFP-0019 PSYCHIATRIC SERVICES

SCOPE OF WORK

Responsibilities:

Contractor is available to treat the more difficult patients that fall outside the scope of work of our Family Practitioner.

Contractor/Licensed Psychiatrist must be able to treat psychosis, schizophrenia, bipolar and other patients that fall outside the scope of the Mashpee Service Unit.

Contractor must have the ability for medication management and treatment.

Contractor shall provide a full-spectrum of assessment, treatment and psycho-educational services to children, adolescents, and adults presenting with a wide-range of psychiatric disorders and problems of daily-living and requiring outpatient behavioral health intervention. Medication Management.

Contractor shall utilize a variety of clinically acceptable/preferred and culturally appropriate assessment and treatment strategies, according to individual patient needs.

Contractor shall ensure the provision of services by state licensed behavioral health providers, including psychiatrists, clinical social workers, psychologists, clinical professional counselors, and certified alcohol and drug counselors.

Contractor shall provide services on-site at the Mashpee Service Unit. Services shall be provided during 2 one-half days or 1 days per month via in person or through Tele-Psychiatry.

Contractor shall conduct behavioral health screening, a comprehensive bio-psychosocial assessment and, in coordination with the Mashpee Multidisciplinary Team, develop an individualized treatment plan for all Mashpee patients served.

Contractor shall participate in scheduled monthly case conferences with other Mashpee Service Unit providers to develop patient care plans, and encourage a coordinated, collaborative and interdisciplinary approach to patient care.

Contractor shall participate in scheduled Diabetes Team meetings and provide “talks” on various mental health and substance abuse issues to diabetes support group participants.

Contractor shall document and maintain a record of all patient services provided, as appropriate, and in accordance with good clinical practice, Indian Health Service policy, and the requirements of all State and Federal laws.

Contractor shall review, sign, and adhere to the Privacy Act, HIPAA rules and regulations, and all other applicable statutes, regulations and policies related to the confidentiality and safeguarding of patient, facility, and Indian Health Service data and information.

Contractor shall maintain working relationships with other agencies to include the courts, police, hospitals, schools, and any other possible referral sources.

Contractor shall report to the Mashpee Service Unit CEO or designee significant findings relative to behavioral health matters that come to his/her attention.

Appointments will generally be made to accommodate accessibility of Tribal members, accommodate employment hours, and transportation considerations.

Documentation of patient services are made in the patient’s behavioral health electronic health record at the Mashpee Wampanoag Health Service Unit. When appropriate, documentation shall also be made in the patient’s Behavioral Health Record

Contractor shall maintain the confidentiality of the behavioral health and medical records and in accordance with the requirements of all State and Federal Laws.

Contractor shall acknowledge that all such records are the property of the Indian Health Service and Contractor shall not remove from the facility or copy any such records without the express consent of the Indian Health Services

Offer psychiatric services for children, adolescents and adults, including medication management and monitoring.

Diagnose and treat psychiatric illness.

Enter notes and prescriptions into Mashpee Service Unit Electronic Health Record Prevent substance abuse problems by appropriately treating mental illness.

Aid in recovery from substance abuse problems by treating mental illnesses.

Prescribe psychiatric medications when clinically indicated.

Closely collaborate with Behavioral Health Counselors and medical providers in treatment of patients with mental illness.

See patients at Mashpee Wampanoag Health Service Unit by referral and appointment...Treat patients either on-site or via Tele psychiatry between the hours of 8am and 4:30pm/work (1) one-normal workdays per month for visit as scheduled. Available for phone consultation 12 hours per month.

Licensure/Insurance/Compensation

Contractor shall ensure that he/she is currently, and during the term hereof shall remain

(a) Not guilty of any finding of unprofessional conduct by any agency or Board of the State of Massachusetts, or otherwise in violation of the professional, practice laws or regulations of the state of Massachusetts.

(b) In compliance in all respects with all laws pertaining to confidentiality of patient records, and

(c) Properly licensed by the state of Massachusetts. Contractor shall submit evidence of

Provider’s license to Mashpee Wampanoag Health Service unit upon demand at any time, and shall immediately notify Mashpee Wampanoag Health Service Unit of any change in such licensure status. Contractor shall agree to review by Mashpee Wampanoag Health Service Unit, NPDB, and HIPDB.

The Government shall not be required to pay or withhold any tax in respect of or out of the income of Contractor. Contractor and Indian Health Service, Nashville Area, agree and acknowledge that the IHS, NAO are not providing and shall have no obligation to provide health, life, worker’s compensation, or disability insurance, pension benefits, vacation, or sick leave pay, training or any other personal benefit of any kind as request is for a contracted service.

Contractor shall be entitled to the use of such office space at Mashpee Wampanoag Tribal Health Department’s facility as determined necessary to perform the services required by the contract.

Except as provided elsewhere in this contract. Contractor shall provide and maintain malpractice and such other insurance during the period of this contract, at no additional cost to the Government.

All insurance required by the contract shall be in a form and amount as Contracting Official may deem necessary as per the Federal Acquisition Regulation (FAR) 52.237-7 “Indemnification and Medical Liability Insurance” clause states.

If any malpractice suit or action is filed or any claim is made against Contractor for treatment of any patients referred by the Government, Contractor shall immediately notify Contracting official and promptly furnish copies of all pertinent papers received.

Contractor shall authorize the Government representative to collaborate with counsel for the insurance carrier in settling or defending any claim

To collaborate with counsel for the insurance carrier in settling or defending any claim

PERIOD OF PERFORMANCE

The performance period proposed in this contracting action covers a base period Date of Award – September 30, 2017 and four option years (if required by the Government).

BACKGROUND INVESTIGATIONS

Background investigations must be initiated before the provider can start providing services. Waivers may be requested by the service unit for a period of not to exceed 30 days.

A completed package of the required forms will be necessary for all contractors through this contract as determined by the Indian Health Service, Nashville Area Office Human Resources Department.

FEDERAL, STATE, AND LOCAL TAXES

Contractor understands that the government does not pay any IRS requirements (taxes), insurance or any other benefits for the contractor under this contract. This is in accordance with (FAR 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (Apr 2003) and FAR 52.229-4 FEDERAL, STATE, AND LOCAL TAXES (NON-COMPETITIVE CONTRACT [APR 2003]). Clauses may be assessed electronically at https://www.acquisition.gov/far/index.html

WORK SCHEDULE

The contractor is to provide Psychiatric services as prescribed above for the Mashpee Wampanoag Health Service Unit, 483 Great Neck Road South, Mashpee, MA 02649-3707 in accordance with the scope of work listed in this document.

Psychiatric Services Quantity Unit Rate Total

Base Year: Date of Award – September 30, 2017 80 Hours $ /hr $

Option Year 1: October,1 2017 – September 30, 2018 240 Hours $ /hr $

Option Year 2: October,1 2018 – September 30, 2019 240 Hours $ /hr $

Option Year 3: October,1 2019 – September 30, 2020 240 Hours $ /hr $

Option Year 4: October,1 2020 – September 30, 2021 240 Hours $ /hr $

Subtotal $

SPECIAL PROVISIONS

REPORTING REQUIREMENTS

A. The Contractor shall be required to provide an original and one copy of invoices to: Indian Health Service, Nashville Area Office, Attn: Financial Management, 711 Stewarts Ferry Pike, Nashville, Tennessee 37214.

B. Each invoice shall include the following information:

(1) Contractor's name, tax identification number and Invoice Date;

(2) Contract Number or other Authorization for delivery of services;

(3) Description, price, quantity, and address of services actually rendered;

(4) Payment terms;

(5) Other substantiating documentation or information as required by the contract; and

(6) Name, title, phone number, and complete mailing address of official to whom payment is to be sent.

C. Please view 52.214-4 “Contract Terms and Conditions—Commercial Items” section (g) “Invoice” as listed below for more detail on invoice requirements.

CONTACT WITH INDIAN CHILDREN

Individuals providing services which involve regular contact with or control over, Indian children, are subject to a character investigation. IHS Personnel Office will conduct these investigations following the award unless in the judgment of the Contracting Officer, in consultation with the Personnel Officer, investigation may be waived based on prior investigations on file. Until the Contracting Officer has been notified of the result of the investigation, such individuals shall not have unsupervised contact with Indian children.

The contractor must perform in accordance with Section 231 of the Crime Control Act of 1990, P.L. 101- 647 and the Indian Child Protection and Family Violence Prevention Act, P.L. 101-630, and failure to comply with these statutes will result in immediate removal.

OTHER FACTORS

Contractor shall be required to develop familiarity with current policies, procedures, by-laws and regulations of the clinical and medical staff of the Mashpee Wampanoag Health Service Unit

Documents that will have to be filled out by the successful offeror will include the following: finger print card, Agreement to Waiver of Character Investigation for Contractors, Declaration for Federal Employment (OF 306), Questionnaire for Non-Sensitive Positions, Required Background Investigation Information, OF 306 Addendum, and an authorization for release of information are the minimum forms necessary to process.

The contractor will be required to carry liability insurance as per FAR 52.237-7 listed below. Also, the contractor shall observe FAR 52.204-9 on personal identity verification listed below.

H-l BUSINESS ASSOCIATE AGREEMENT CLAUSE

Pursuant to the Health Insurance Portability and Accountability Act (HIPAA) of 1996; its implementing regulations, the Standards of Privacy of Individual Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E (“Privacy Rule”), and 45 C.F.R. Parts 160 and 164, Subparts A and C (“Security Rule”); and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), Title XIII, Subtitle D of the American Reinvestment and Recovery Act of 2009, Pub. L. No. 111-5, 123 Stat. 115 (2009) (“ARRA”), the Indian Health Service is required to enter into an agreement with the Business Associate, pursuant to which the Business Associate shall comply with and appropriately safeguard Protected Health Information ("PHI”) that it will use and disclose when performing functions, activities or services ("Services") for the Indian Health Service pursuant to Contract No. (“Contract”). The BusinessAssociate by signing the Contract shall comply with the following terms in addition to other applicable Contract terms and conditions relating to the safekeeping, use and disclosure of PHI.

Section 1 - Definitions

Terms used in this Agreement, if not otherwise defined, shall have the same meaning as those terms contained within the Privacy Rule and the HITECH Act.

a. Breach: “Breach” shall mean the unauthorized acquisition, access, use, or disclosure of Protected Health Information (defined hereinafter) which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information;

b. Covered Entity: "Covered Entity" shall mean the Indian Health Service (IHS);

c. De-identified protected health information: “De-identified protected health information” shall have the same meaning as the term “de-identified protected health information” in 45 C.F.R. § 164. 514;

d. Designated Record Set: "Designated Record Set" shall mean (1) a group of records maintained by or for a covered entity that is: (i) The medical records and billing records about individuals maintained by or for a covered health care provider, (ii) The enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan, or (iii) Used, in whole or in part, by or for the covered entity to make decisions about individuals. (2) For purposes of this paragraph, the term record means any item, collection, or grouping of information that includes protected heal information and is maintained, collected, used, or disseminated by or for a covered entity; (45 C.F.R. § 164.501)

e. Electronic Health Record: “Electronic Health Record” shall mean an electronic record of health-related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff;

f. Individual: "Individual" shall have the same meaning as the term "individual" in 45

C.F.R. § 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g);

g. Limited Data Set: “Limited Data Set” shall have the same meaning as the term

“limited data set” in 45 C.F.R. § 164. 514(e)(2);

h. Privacy Rule: "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E;

i. Protected Health Information: "Protected Health Information" or “PHI” shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103;

j. Required By Law: "Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.501;

k. Secretary: "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or her designee;

l. Unsecured Protected Health Information: “Unsecured Protected Health

Information” or “Unsecured PHI” shall mean protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in guidance on the HHS website issued under section 13402(h)(2) of the HITECH Act.

Section 2 - Compliance

The Business Associate agrees to comply with the business associate contract requirements under the Privacy Rule, the HITECH Act and the provisions of this Agreement throughout the term of this Agreement. The Business Associate agrees that it will require all of its agents, employees, subsidiaries, affiliates and subcontractors, to whom the Business Associate provides PHI, or who create or receive PHI on behalf of the Business Associate for the IHS, to comply with the Privacy Rule and the HITECH Act, and to enter into written agreements w I t h the Business Associate that provide the same restrictions, terms and conditions as set forth in this Agreement.

In the event the Business Associate awards a subcontract under the Contract pursuant to which the Business Associate will disclose PHI to the subcontractor, notwithstanding any clause to the contrary contained in the Contract, the Business Associate agrees to obtain the IHS Contracting Officer’s written consent prior to awarding such subcontract.

Section 3 - Permitted Uses and Disclosures

The Business Associate shall not use or disclose PHI except to perform functions, activities or services for or on behalf of the IHS as provided for in this Agreement, the Privacy Rule, the HITECH Act or other applicable law. The Business Associate agrees that it may use or disclose PHI on behalf of the IHS only (1) upon obtaining the authorization of the patient to whom the PHI pertains (45 C.F.R.

§§ 164.502(a)(1)(iv) and 164.508(b)); (2) for the purpose of treatment, payment or health care operations (45 C.F.R. §§ 164.502(a)(1)(ii), and 164.506)), unless disclosure has been restricted pursuant to the HITECH Act at § 13405(a), or (3) without an authorization or consent, if in accordance with 45 C.F.R. §§ 164.506, 164.5 10, 164.512, 164.514(e), 164.514(f) or 164.514(g). The Business Associate shall use and disclose PHI in compliance with each applicable requirement of 45 C.F.R. § 164.504(e), which section is fully incorporated herein. Except as otherwise limited in this Agreement, the Business Associate may use PHI for the management and administration of the Business Associate or to carry out responsibilities that are required of it by law (45 C.F.R. § 164.502(e)(4)(i)).

Section 4 - Safeguards

The Business Associate shall develop and use appropriate procedural, physical and electronic safeguards to protect against the use or disclosure of PHI in a manner not permitted by the Privacy Rule or this Agreement. The Business Associate will limit any use, disclosure or request for use or disclosure of PHI to the minimum amount necessary to accomplish the intended purpose of the use, disclosure or request in accordance with the applicable requirements of the Privacy Rule. As mandated by the HITECH Act, Privacy Rule sections

164.308 (administrative safeguards requirements), 164.310 (physical safeguards requirements),

164.312 (technical safeguards requirements) and 164.316 (policies and procedures and documentation requirements) shall apply to the Business Associate in the same manner that such sections apply to covered entities under the Privacy Rule.

Section 5 – Minimum Necessary

Prior to the Secretary issuing guidance on what constitutes “minimum necessary” for purposes of the Privacy Rule, the Business Associate will limit, to the extent practicable, any use, disclosure or request for use or disclosure of PHI (other than those uses, disclosures or requests for use or disclosure of PHI set forth at 45 CFR section 164.502(b)(2)) , to the Limited Data Set, or, if needed, to the minimum amount necessary to accomplish the intended purpose of such use, disclosure or request, respectively. Upon the effective date of the Secretary’s ”minimum necessary” guidance, the Business Associate will limit any use, disclosure or request for use or disclosure of PHI, to the minimum amount necessary as set forth in such guidance.

Section 6 - Safeguards for Electronic PHI

The Business Associate shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic PHI that it creates, receives, maintains, or transmits on behalf of the IHS as required by 45 C.F.R. Part 164, subpart C, Security Standards for the Protection of Electronic Health Information. Section 4 above shall apply in full to this Section 6.

Section 7 - Reporting of Unauthorized Uses or Disclosures

The Business Associate shall promptly report to the IHS any knowledge of uses or disclosures of PHI that are not in accordance with this Agreement or applicable law. In addition, the Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI by the Business Associate in violation of the requirements of the Privacy Rule or the HITECH Act. For those uses or disclosures that involve a breach of the security of any unsecured PHI received from, or created or received on behalf of, the IHS, the Business Associate shall comply with the requirements set forth in Section 8 below.

Section 8 - Reporting of Breach of Unsecured PHI

The Business Associate shall notify the IHS of a breach of the security of any unsecured PHI that the Business Associate received from, or created or received on behalf of, the IHS within thirty

(30) calendar days after the discovery of the breach by the Business Associate, its employees, officers and/or other agents unless a law enforcement official has determined that such notification would impede a criminal investigation or cause damage to national security, in which case the notification shall be delayed in accordance with the requirements of 45 C.F.R. § 164.412.. Such notice shall include, to the extent possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed by the Business Associate to have been, accessed, acquired, or disclosed during such breach; a brief description of the circumstances of the breach of security, including the date of the breach and the date of the Business Associate’s discovery of the breach;

and the type of unsecured PHI involved in the breach. In the event notification is delayed, evidence demonstrating the necessity of the delay shall accompany the notification. A breach shall be treated as discovered as of the first day on which such breach is known to Business Associate (including any person, other than the individual committing the breach that is an employee, officer or other agent of Business Associate) or should have reasonably been known to Business Associate (or person) to have occurred.

Section 9 – Maintenance of Records and Accounting of Disclosures

The Business Associate shall maintain records of PHI received from or created or received on behalf of the IHS and shall document subsequent uses and disclosures of such information by the Business Associate. The Business Associate shall, within 5 calendar days after receiving a request from the IHS, provide to the IHS such information as the IHS may require to fulfill its obligations to provide access to, provide a copy of, and account for disclosures with respect to PHI pursuant to the Privacy Rule (e.g., 45 C.F.R. § 164.528) (individual request for an accounting of PHI disclosures), the HITECH Act and other applicable law.

In accordance with the requirements of HITECH Act section 13405(c), beginning on [need to determine if BA already has EHR system and then put in applicable date based on requirement of HITECH section 13405(c)(4)], the Business Associate shall account for all disclosures of PHI for treatment, payment and health care operational purposes.

Section 10 - Maintenance of Records and Accounting: Individual Access

The Business Associate shall maintain a Designated Record Set for each patient for which it has PHI.

In accordance with a patient's right to access his/her PHI under the Privacy Rule, the Business Associate shall make available all PHI in the patient's Designated Record Set to the patient to whom that information pertains, or, upon the request of the patient, to that patient's authorized representative, in compliance with 45 C.F.R. § 164.524. Availability shall be made within 5 calendar days of receipt of a request.

Section 11 – Disclosure for Purposes of Verifying Compliance

Upon request, the Business Associate shall make available to the IHS or to the Secretary, PHI and the Business Associate's internal practices, books and records, including its policies and procedures and any agreements required by Section 2 herein that it has with subcontractors, vendors and other agents relating to the use and disclosure of PHI received from the IHS, or created or received by the Business Associate on behalf of the IHS, for purposes of determining both the Business Associate’s and the IHS’s compliance with the Privacy Rule and the HITECH Act and its implementing regulations. The Business Associate shall not disclose PHI to any requesting party other than as provided for in this Section and Sections 3 and 10 above. The Business Associate shall forward all other disclosure requests to the IHS for processing, except those it receives directly from individuals in accordance with Section 10 above.

Section 12 - Amendments of Information

The Business Associate shall, within 5 calendar days of a request by the IHS, make PHI available to the IHS for the IHS to fulfill its obligations pursuant to the Privacy Rule to amend PHI and shall, as directed by the IHS, within 5 calendar days of receipt of such direction, incorporate any amendments into PHI held by the Business Associate. The Business Associate shall ensure incorporation of any such amendments into PHI held by its agents or subcontractors within 10 days of its request that they do so, and shall notify the IHS within 5 calendar days of when those agents or subcontractors have completed the incorporation of the amendments. The Business Associate shall not make any amendments to PHI except upon request of the IHS. The Business Associate shall forward to the IHS Contracting Officer for approval all requests to amend PHI that it may receive directly from individuals within 5 calendar days of its receipt of the request.

Section 13 - Obligations of IHS

The IHS Contracting Officer shall provide the Business Associate with its notice of privacy practices, produced under 45 C.F.R. § 164.520 and any changes to the notice. The IHS Contracting Officer shall also provide the Business Associate with any changes in, or revocation of, individuals' authorizations to use or disclose PHI of which the IHS becomes aware, if such changes affect the Business Associate's permitted or required uses or disclosures of PHI. The IHS Contracting Officer shall notify the Business Associate of any restrictions to the use or disclosure of PHI with which IHS must comply pursuant to an individual's request for restriction of disclosure of the individual’s PHI pursuant to 45 C.F.R. § 164.522 and § 13405(a) of the HITECH Act. The IHS shall not request that the Business Associate use or disclose PHI in any manner that would violate either the Privacy Rule or the HITECH Act if used or disclosed by the IHS.

Section 14 - Material Breach; Termination

a. Breach by Business Associate

If the Business Associate breaches a material obligation of this Agreement or fails to comply with the Privacy Rule or the HITECH Act, the IHS will give the Business Associate an opportunity to cure the breach, but if the Business Associate fails to cure the breach, the IHS will terminate the Agreement, as provided in 52.212-4 (m) of the Contract. If, in the determination of the IHS Contracting Officer, neither cure nor termination is feasible, the IHS shall report the material breach to the Secretary.

Termination of this Agreement shall not affect any provision of this Agreement which, by its wording or nature, is intended to remain in effect and continue to operate in the event of termination.

Termination of the Contract between the parties will result in the termination of this Agreement.

b. Breach by IHS

If the IHS breaches a material obligation of this Agreement or fails to comply with the Privacy Rule or HITECH Act, the Business Associate will give the IHS an opportunity to cure the breach, but if the IHS fails to cure the breach, the Business Associate will terminate the Agreement, as provided in 52.212-4 (m) of the Contract. If, in the determination of the Business Associate, neither cure nor termination is feasible, the Business Associate shall report the material breach to the Secretary.

Termination of this Agreement shall not affect any provision of this Agreement which, by its wording or nature, is intended to remain in effect and to continue to operate in the event of termination.

Termination of the Contract between the parties will result in the termination of this Agreement.

Section 15 – Prohibition on Sale of EHR or PHI

As of February 18, 2011, or beginning six (6) months following the Secretary’s promulgations of regulations to carry out the requirements of HITECH Act section 13405(d), whichever is earlier, the Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI of an individual unless: (1) the IHS has previously obtained from the individual, in accordance with 45 C.F.R.

§ 164.508, a valid authorization that includes in accordance with such section, a specification of whether the PHI can be further exchanged for remuneration by the entity receiving that individual’s PHI; or (2) such remuneration falls under an exception set forth in HITECH Act section 13405(d)(2).

Section 16 - Indemnification

In the event the Business Associate is investigated and/or becomes a party to a civil or criminal cause of action in any forum relating to its failure to comply with the Privacy Rule or the HITECH Act, the Business Associate shall reimburse IH S all reasonable costs and expenses the IHS may incur relating to such investigation and/or cause of action, and will otherwise hold IHS harmless for any and all reasonable costs and expenses relating to the foregoing.

Section 17 - Return or Destruction of Information

When the Contract terminates, the Business Associate, at the IHS's option, shall either return to the IHS, or destroy, if the IHS agrees that destruction is feasible, all PHI received from, or created or received by it that it still maintains in any form and it shall keep no copies of PHI except as requested by the IHS or required by law. The IHS Contracting Officer shall notify the Business Associate whether the Business Associate must return or destroy any PHI in its possession. If the Business Associate or its agent or subcontractor destroys any PHI, the Business Associate will provide the IHS with documentation evidencing such destruction within 30 days of completion of destruction. The Business Associate shall extend the protections of this Agreement to any PHI that is not feasible to either return or destroy for as long as it maintains the PHI. The Business Associate shall limit further uses and disclosures of this PHI to those purposes that rendered the return or destruction of the PHI infeasible.

Section 18 - Term

The term of this Agreement shall begin on date of award and end with the termination of the Contract, except as provided in Section 14.

Section 19 - Amendments of Agreement

Upon learning that material changes have been made to the Privacy Rule and/or the HITECH Act, the parties agree to promptly amend this Agreement to ensure that it remains in compliance with the Privacy Rule and/or the HITECH Act, as amended.

Section 20 - Miscellaneous Provisions

(1) This Agreement is attached to and fully incorporated into the Contract.

(2) All notices under this Agreement shall be provided by certified mailing, and shall require proof of date of receipt.

(3) This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties and their successors and assigns. Any novation, assignment, or other transfer of rights, interests, or duties under this Agreement by Business Associate shall be as provided in the Contract and Section 2 of this Agreement, as applicable.

(4) Any ambiguity in this Agreement shall be resolved in a manner that brings the Agreement into compliance with the most current versions of the Privacy Rule and the HITECH Act.

(5) If a court of competent jurisdiction deems any provision of this Agreement unenforceable, such provision shall be severed from this Agreement and every other provision of the Agreement shall remain in full force and effect.

CLAUSES INCORPORATED BY FULL TEXT

Full text of the Federal Acquisition Regulation (FAR) and Health and Human Services Acquisition Regulations (HHSAR) can be accessed on the Internet at:

www.hhs.gov/policies/hhsar www.acquisition.gov/

52.204-1 Approval of Contract (DEC 1989).

This contract is subject to the written approval of Ralph W. Ketcher, Jr., Director of Contracting and

Chief Contracting Officer and shall not be binding until so approved.

52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011).

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

52.212-1 Instructions to Offerors—Commercial Items (OCT 2016).

(a) North American Industry Classification System (NAICS) code and small business size standard.

The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show—

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) “Remit to” address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-

3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender’s request and expense, unless they are destroyed during preaward testing.

((e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions or commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation.

If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated

Government office on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and—

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government’s control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal

Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The

Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation.

(1)(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to—

GSA Federal Supply Service Specifications Section

Suite 8100

470 East L’Enfant Plaza, SW

Washington, DC 20407

Telephone (202) 619-8925

Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans

Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following

ASSIST websites:

(i) ASSIST (https://assist.dla.mil/online/start/).

(ii) Quick Search (http://quicksearch.dla.mil/).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single

Stock Point (DoDSSP) by—

(i) Using the ASSIST Shopping Wizard (https://assist.dla.mil/wizard/index.cfm);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-

5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier. (Applies to all offers exceeding $3,500, and offers of $3,500 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM) database.) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror’s name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) System for Award Management. Unless exempted by an addendum to this solicitation, by submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance and through final payment of any contract resulting from this solicitation. If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. Offerors may obtain information on registration and annual confirmation requirements via the SAM database accessed through https://www.acquisition.gov.

(l) Debriefing. If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable:

(1) The agency’s evaluation of the significant weak or deficient factors in the debriefed offeror’s offer.

(2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

(3) The overall ranking of all offerors, when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror.

(6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

52.212-4 Contract Terms and Conditions—Commercial Items (MAY 2015).

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract.