36C25019Q0281.docx

36C25019Q0281

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25019Q0281 01-1 -2019 Miriam LeMaitre 734-222-4299 01-2 -2019 36C250 Department of Veterans Affairs Network Contracting Office 10 PO Box 429 Ann Arbor MI 48106 X 624120 $11 Million X N/A X Department of Veterans Affair VA Ann Arbor Healthcare System 2215 Fuller Road Ann Arbor MI 48105 Y Department of Veterans Affair Network Contracting Office 10 PO Box 429 Ann Arbor MI 48106

Department of Veterans Affairs Financial Management System PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 X See CONTINUATION Page Requirement for Adult Day Health Care Services is support of the Ann Arbor VAMC, in accordance with the Statement of Work and Price/Cost Schedule in Section B. Catchment area is Monroe County in Michigan.

The Government intends to award one or more two-year Indefinite-Deliver, Indefinite Quantity (IDIQ) Contracts from this solicitation.

This procurement is being conducted in accordance with FAR Part 13 and VAAR 873 under the authority of

38 USC 8152.

See CONTINUATION Page X X X Miriam LeMaitre Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: _________________________________________________ Address: _______________________________________________ City, State, Zip Code: _____________________________________ Point of Contact (POC): ___________________________________ POC Email address: ______________________________________ POC Telephone Number: __________________________________

b. GOVERNMENT: Contracting Officer: Miriam.LeMaitre Miriam.LeMaitre@va.gov Phone: 734-222-4299

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted to the VA facility authorizing admission of the patient;

Ann Arbor VAMC 2215 Fuller Road Ann Arbor, MI 48105

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

B.3 SUBCONTRACTING PLAN--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan, and VAAR 852.219-9, VA Small Business Subcontracting Plan Minimum Requirement. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing the contractor's compliance with the plan, including reviewing the contractor's accomplishments in achieving the subcontracting goals in the plan. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting plan.

B.4 PRICE SCHEDULE

The per diem rate(s) will apply throughout the term of this contract, including extension period(s). The rate(s) may be adjusted only to reflect a change in a Medicaid rate as authorized by the SMA (State Medicaid Authority). Adjustments will occur no more frequently than those issued by the CIH Waiver and FSW (Community Integration and Habilitation Waver and Family Supports Waiver) http://in.gov/fssa/files/Medicaid_Waiver_Rates_AD_and_MFP-AD_2014.pdf

The contractor shall provide adult day health care for eligible veterans of the Ann Arbor VAMC, Ann Arbor, Michigan with in accordance with all terms, conditions, provisions and requirements listed herein.

The total guaranteed minimum for the contract is eight (8) hours to be paid within the first year of award of the contract. The contract maximum is 10,400 hours. Any changes in pricing will be solely due to change in the Medicaid ADHC Rate/Waiver Letter.

It is impossible to determine the exact or estimated amount that shall be expended under this contract. It is understood that the VA under this contract shall incur no obligation until the VA Case Manager through his/her VA Contracting Officer’s Representative (COR) designee issues an authorization for a specific beneficiary, and an order is placed.

PLEASE QUOTE A PRICE FOR EACH LEVEL OF CARE AS LISTED BELOW:

1000. Ordering Periods of February 1, 2019 through January 31, 2021

DESCRIPTION OF CARE PER DIEM RATE

1000.1 Basic Level Care as stated in SOW 1 Hour _______________

1000.2 Basic Level Care as stated in SOW ¼ Hour _______________

1000.3 Transportation (within 15 mile radius of ADHC) 1 Way Trip ________ 1 Round Trip ________

1000.4 Transportation (outside 15 mile radius of ADHC) 1 Way Trip ________ 1 Round Trip ________

B.5 STATEMENT OF WORK

1. Adult Day Health Care (ADHC) shall be furnished to beneficiaries for whom such care is specifically authorized by the Ann Arbor VAMC. It is understood that the type of patient to be cared for under this contract shall receive these services as a substitute for institutionalization. The purposes of providing ADHC are: to enable functionally impaired individuals to reside in supportive home environments rather than in nursing home care facilities; to facilitate the return of veterans to their home and coordinate long term care thereby reducing re-admissions to hospitals and nursing homes; to maintain the eligible veteran at the highest level of functioning possible; to improve the quality of life for the participant; and to provide support for the family and other caregivers of eligible veterans. The care provided shall include: nursing, social work services, assistance with activities of daily living, activity therapy, case management, nutrition service including meals and transportation.

The Contractor’s facility shall be located in the following county: Monroe for whom such care is specifically authorized by the Department of Veterans Affairs (herein called VA), in order to service veterans residing in the area.

The staffing ratio for an adult day care facility shall be 1 staff person for every 4 to 6 patients.

The ADHC Program shall meet the VA Standards for ADHC as promulgated VHA Handbook 1141.03 and U.S.C. 38, Part II, Chapter 17. https://www.va.gov/vhapublications/ViewPublication.asp?pub_ID=2086

a. Unless specifically excluded in this contract, the per diem rate established shall include the services listed above and shall also include all services or supplies normally provided other patients by the facility without extra charge.

b. If the VA and the ADHC Provider agree that the VA shall provide services under U.S.C. 38, Part II, Chapter 17: Subchapter I – General, 1710B Extended Care Services (http://www.gpo.gov/fdsys/pkg/USCODE-2011-title38/pdf/USCODE-2011-title38-partII-chap17.pdf) , the agreement shall be incorporated into the contract and either the per diem rate shall be re-established, or direct payment made to the United States to reflect the full cost of the VA’s contribution.

2. Absences of the patient from the ADHC Provider shall not be reimbursed.

3. It is agreed that the ADHC Provider shall notify the authorizing VA hospital immediately when a medical emergency requiring re-hospitalization occurs. It is agreed that the veteran shall be readmitted to an appropriate VA facility. When such readmission is not feasible because of the nature of the emergency, it is agreed that hospitalization in a non-Federal hospital shall be accomplished provided that VA authorization is obtained. If hospitalization of a non-emergency nature is required, it is agreed that readmission to the VA hospital shall be accomplished promptly.

4. The ADHC Provider agrees and warrants that it does not maintain nor provide dual or segregated patient facilities which are segregated on the basis of race, creed, color or national origin. The ADHC Program shall neither require such segregated use by written or oral policies nor tolerate such use by local custom. The term “facilities” shall include but not be limited to rooms, wards, sections, eating areas, drinking fountains, and entrances.

5. The ADHC shall agree to accept referral of and to provide all services specified in this contract for any person determined eligible by the Chief Medical Director or his/her designee, regardless of the race, color, religion, sex or national origin (unless otherwise indicated as an exception) of the person for whom such services are ordered. In addition, the ADHC Provider warrants that subcontracting shall not be resorted to as a means of circumventing this provision.

6. It is agreed that the VA shall readily have access to all medical records concerning the veteran’s care in the ADHC Provider. It is agreed that duly authorized representatives of the VA shall provide follow-up supervision visits to veterans placed to assure that continuity of care and to assist in the veteran’s transition back into the community. It is understood that these visits do not substitute nor relieve the ADHC Provider in any way of the responsibility of the daily care and medical treatment of the veteran.

7. It is understood that the beneficiary shall be provided ADHC at the expense of the VA for a period not in excess of 365 days or whatever is stated in the treatment plan received from the VA, unless an extension of the authorization is provided in writing by the appropriate VA facility or Contracting Officer.

8. It is agreed that the ADHC Provider shall document a report each month on the attendance, medical, functional and psychosocial status of beneficiaries receiving care under the contract. The ADHC provider shall also submit to the VA along with a monthly invoice for beneficiaries receiving care under the contract.

9. It is understood that payments made by the VA under this contract shall constitute the total cost of ADHC. The ADHC shall agree that no additional charges shall be billed to the beneficiary or his/her family, either by the ADHC Provider or any third party furnishing services or supplies required for such care, unless and until specific prior authorization in writing is obtained from the Contracting Officer or the VA Facility that authorized placement.

10. The ADHC Provider warrants that all applicable fire laws shall conform to the standards of the current National Fire Protection Association (NFPA) life Safety Code #101 and shall provide sufficient staff to assist patients in the event of a fire or other emergency. The contractor shall certify that their ADHC facility is in compliance with all applicable fire laws and that there are no recommendations of fire officials which have not been resolved.

11. It is impossible to determine the exact or estimated amount which shall be expended under the contract. It is understood that no obligation shall be incurred by the VA under this contract until authorizations are issued for ADHC for specific beneficiaries. The VA shall make payment on a timely basis for services rendered in accordance with such authorization upon receipt of billings submitted by the ADHC Provider at the completion of each month’s services. If a beneficiary is admitted to and discharged from the ADHC Provider on the same calendar day, payment shall be made for one day.

A. Neither the beneficiary, his/her insurer, nor any other third party shall be billed. Invoices shall be submitted to the VA facility authorizing admission of the patient.

Ann Arbor VAMC 2215 Fuller Road Ann Arbor, MI 48105

B. Submission of Invoices shall be submitted, by the fifteenth (15th) calendar day of each month for services performed under the contract during the previous month. All invoices shall include the following information:

a. Name, telephone number, and address of Contractor.

b. Invoice date.

C. You may use email, the telephone, or fax machines to communicate with patients and other health care professionals using appropriate safeguards to protect patient privacy. To review additional information on this topic, http://www.hhs.gov/ocr/privacy/hipaa/faq/disclosures/482.html on the HHS website.

D. The Security Rule does not expressly prohibit the use of email for sending e-PHI. However, Appendix A of VHA Handbook 1605.05 requires Individually-identifiable health information (IIHI) must be transmitted via secured/encrypted whenever faxed or e-mailed. The standards for access control (45 CFR § 164.312(a)), integrity (45 CFR § 164.312(c)(1)), and transmission security (45 CFR § 164.312(e)(1)) require covered entities to implement policies and procedures to restrict access to, protect the integrity of, and guard against unauthorized access to e-PHI. The standard for transmission security (§ 164.312(e)) also includes addressable specifications for integrity controls and encryption. This means that the covered entity must assess its use of open networks, identify the available and appropriate means to protect e-PHI as it is transmitted, select a solution, and document the decision. The Security Rule allows for e-PHI to be sent over an electronic open network as long as it is adequately protected.

12. Services shall include the following:

a. Health Education Programs

b. Arts and Crafts

c. Social Group opportunities

d. Music appreciation

e. Exercise Programs

f. Current events/reality orientation groups

g. Recreational therapy

h. Movies/games

i. Group outings

j. Lunch and two snacks

Additionally, the center shall provide varying degrees of case management health assessment, (i.e., care planning, arranging for services, monitoring services and periodic reassessment), nutritional education, therapeutic diets, transportation services, and counseling. These services are to be provided during two (2) visits per week.

13. The institution shall meet all Federal, State and Local Laws, regulations, and codes pertaining to health and safety such as provisions regulating:

a. Construction, maintenance, and equipment;

b. Sanitation, and

c. Buying, dispensing, safeguarding, administering, and disposing of medications and controlled substances.

14. The institution shall have the capability (including sufficient qualified staff) to provide:

a. Medical services including a medical director at least on a consulting basis and the provision of direct patient care.

b. There shall be at least one licensed practical nurse on duty during the critical period of operation with the services of a Registered Nurse to provide ongoing nursing assessments and skilled nursing care as needed or there shall be a Registered Nurse on duty four hours per day during the critical period of operation. In addition, there shall be sufficient licensed practical nurses and/or nursing assistants to provide supportive nursing care and assistance in daily program activities.

c. Social services provided by a qualified social worker.

d. Assistance for daily living including bathing, feeding, toileting, ambulation, and transferring.

e. Case management.

f. Nutrition services include regular meals, and be able to accommodate special diets.

g. Recreation therapy.

h. Transportation to and from home, and

i. The maintenance of individual client records.

15. These records shall include a treatment plan, periodic reevaluation, progress notes, discharge summaries, and other usual and customary information normally included in a client’s record.

16. Joint Commission Guidelines Where the contract does not require Joint Commission (JC) accreditation or other regulatory requirements regarding worker competency, the Contractor shall perform the required work in accordance with JC standards. The contractor shall develop and maintain the following documents for each Contractor employee working on the contract: credentials and qualifications for the job; a current competence assessment checklist (an assessment of knowledge, skills, abilities and behaviors required to perform a job correctly and skillfully; includes knowledge and skills required to provide care for certain patient populations, as appropriate.); a current performance evaluation supporting ability of the Contractor employee to successfully perform the work required in this solicitation; and listing of relevant continuing education for the last two years. The Contractor shall provide current copies of these records at the time of contract award and annually on the anniversary date of contract award to the VA COR, or upon request, for each Contractor employee working on the contract.

17. PATIENT RECORDS: Provisions shall be made for VA Staff to review veteran patient records upon request. Release of information on all VA patient records shall be initiated by the adult day care upon admission to program. Contract shall secure all patient records and related patient data created by the contractor.

18. Prior to award and yearly thereafter, an inspection team for the Ann Arbor VAMC shall have the right to inspect the Contractor’s ADHC facility/program and all appurtenances by authorized representative(s) designated by the VAMC to determine whether acceptable standards are maintained and that adequate care is being rendered. During the term of this IDIQ, all inspections shall be carried out by an interdisciplinary team consisting of a Social Worker, Registered Nurse, Dietitian, and Fire Safety Specialist.

If deficiencies are noted during any inspection, the Contractor shall be advised of the inspection team’s findings and given a reasonable time (30 days) to take corrective action. Any deficiencies shall be documented and shall be corrected within the (30 day) timeframe or whenever specified by the inspection team. The Contractor shall notify the Contracting Officer when correction(s) have been made. However, if inspection deficiencies are found prior to award of the contract, the contract shall not be awarded until noted deficiencies have been eliminated/resolved.

Follow-Up Supervision Visits with duly authorized representatives of the VAMC shall provide follow-up supervision visits to veterans placed in the Contractor’s ADHC facility to assure the continuity of care and to assist in the patient’s transition back into the community. It is understood that these visits do not substitute nor relieve the ADHC program in any way of the responsibility for the daily care and medical treatment of the veteran.

Evaluation by the inspection team shall evaluate the quality of professional and administrative services provided, but retains no control over the medical/professional aspects of services rendered (e.g., professional judgments, diagnosis for specific medical treatment) in accordance with FAR 37.401(b).

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. VA Ann Arbor Healthcare Systems and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of VA Ann Arbor Healthcare Systems or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to VA Ann Arbor Healthcare Systems. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to VA Ann Arbor Healthcare Systems control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and VA Ann Arbor Healthcare Systems guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with VA Ann Arbor Healthcare Systems policy.

8. The Contractor shall not create or maintain any records containing any non-public VA Ann Arbor Healthcare Systems information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The VA Ann Arbor Healthcare Systems owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which VA Ann Arbor Healthcare Systems shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training, Talent Management System (TMS) Item #3873736, Records Management for Records Officers and Liaisons. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

B.6 OTHER CONTRACT REQUIREMENTS

Notification to Contractor Contracting officers (Cos) must provide the following CPARS notice to the contractor upon award of an eligible contract action as described in FAR 42.1503. Cos must provide the notice to the contractor at award, but may include the notice in Section G or H of contracts on which the Uniform Contract Format is used, as an attachment to the order or contract, as part of the Statement of Work, as part of the award letter to the contractor, or by any other means as appropriate to the acquisition.

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM

(c) Please furnish the Contracting Officer with the name, position title, phone number, and email address for each person designated to have access to your firm’s past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official. The report information must be protected as source selection sensitive information not releasable to the public.

(d) When your Contractor Representative(s) (Past Performance Points of Contact) are registered in CPARS, they will receive an automatically-generated email with detailed login instructions. Further details, system requirements, and training information for CPARS are available at www.cpars.gov. The CPARS User Manual, registration for online training for Contractor Representatives may be found at this site.

(e) You have 14 calendar days following the Assessing Official signature date to submit comments before the evaluation is made available in the Past Performance Information Retrieval System (PPIRS). You have a total of 60 calendar days following the Assessing Official signature date to submit comments. Any comments that you submit will be posted to PPIRS. If you do not sign and return the evaluation within 60 calendar days the evaluation will be returned to the Assessing Official, you will no longer be able to provide comments and the evaluation will be annotated as follows: 'The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this evaluation.' Partially completed comments that were not signed and returned to the Government within 60 calendar days will be removed from the evaluation.

(f) The following guidelines apply concerning your use of the past performance evaluation:

(g) If you wish to discuss a past performance evaluation, you should request a meeting in writing to the Contracting Officer no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 60-day review period.

(h) A copy of the completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting source selection actions after it has been completed.

(End of Notice) 36C25019Q0067

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.1 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from February 1, 2019 through January 31, 2020.

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

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

(End of Clause)

C.2 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 4 hours, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 176 hours;

(2) Any order for a combination of items in excess of 704 hours; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.3 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after January 31, 2021.

(End of Clause)

C.4 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 9/30/2019. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 9/30/2019, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause)

C.7 VAAR 852.237-7 INDEMNIFICATION AND MEDICAL LIABILITY INSURANCE (JAN 2008)

(a) It is expressly agreed and understood that this is a non- personal services contract, as defined in Federal Acquisition Regulation (FAR) 37.101, under which the professional services rendered by the Contractor or its health-care providers are rendered in its capacity as an independent contractor. The Government may evaluate the quality of professional and administrative services provided but retains no control over professional aspects of the services rendered, including by example, the Contractor's or its health-care providers' professional medical judgment, diagnosis, or specific medical treatments. The Contractor and its health-care providers shall be liable for their liability-producing acts or omissions. The Contractor shall maintain or require all health-care providers performing under this contract to maintain, during the term of this contract, professional liability insurance issued by a responsible insurance carrier of not less than the following amount(s) per specialty per occurrence: *__________________. However, if the Contractor is an entity or a subdivision of a State that either provides for self-insurance or limits the liability or the amount of insurance purchased by State entities, then the insurance requirement of this contract shall be fulfilled by incorporating the provisions of the applicable State law.

* Amounts are listed below:

(b) An apparently successful offeror, upon request of the Contracting Officer, shall, prior to contract award, furnish evidence of the insurability of the offeror and/or of all health- care providers who will perform under this contract. The submission shall provide evidence of insurability concerning the medical liability insurance required by paragraph (a) of this clause or the provisions of State law as to self-insurance, or limitations on liability or insurance.

(c) The Contractor shall, prior to commencement of services under the contract, provide to the Contracting Officer Certificates of Insurance or insurance policies evidencing the required insurance coverage and an endorsement stating that any cancellation or material change adversely affecting the Government's interest shall not be effective until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer. Certificates or policies shall be provided for the Contractor and/or each health- care provider who will perform under this contract.

(d) The Contractor shall notify the Contracting Officer if it, or any of the health-care providers performing under this contract, change insurance providers during the performance period of this contract. The notification shall provide evidence that the Contractor and/or health-care providers will meet all the requirements of this clause, including those concerning liability insurance and endorsements. These requirements may be met either under the new policy, or a combination of old and new policies, if applicable.

(e) The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts for health-care services under this contract. The Contractor shall be responsible for compliance by any subcontractor or lower-tier subcontractor with the provisions set forth in paragraph (a) of this clause.

* Amounts from paragraph (a) above:

$250,000.00 per Occurrence $750,000.00 Aggregate

(End of Clause)

C.8 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Michigan. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

DEC 2013

(End of Addendum to 52.212-4)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility…