Managed Teleradiology Services | Solicitation Provisions and Contract Clauses

Phoenix Area IHS | Solicitation No. 75H71226R00001

ATTACHMENT 3

SOLICITATION PROVISIONS AND CONTRACT CLAUSES

Managed Teleradiology Services

Solicitation No. 75H71226R00001

1. Purpose, Applicability, and Order of Precedence This attachment is incorporated into and made a part of the solicitation and any resulting single-award indefinite-delivery/indefinite-quantity (IDIQ) contract for Area-wide Managed Teleradiology Services. It applies to each order issued under the contract to the extent applicable to the services and participating facility identified in the order. The SF 1449 and continuation

Schedule establish contract line items, estimated quantities, firm-fixed-price unit rates, the minimum guarantee, maximum contract value, ordering periods, and other contract-level information. The Performance Work Statement (PWS) and Technical

Exhibits govern technical scope, radiologist qualifications, performance standards, system integration, deliverables, and quality requirements.

In the event of an inconsistency, the applicable order-of-precedence provision or clause in the contract controls. An order may add requirement-specific terms consistent with the contract and PWS but may not alter the contract except through action by a

Contracting Officer with authority to bind the Government.

The services are nonpersonal health care services. The Contractor remains responsible for recruiting, hiring, compensating, scheduling, supervising, managing, disciplining, retaining, and replacing its personnel. Government clinical direction concerning patient care, workload priorities, credentialing, privileging, quality standards, security, and clinical operating requirements does not create an employer-employee relationship.

2. Contract Framework and Ordering Limitations The Government contemplates award of one IDIQ contract using commercial acquisition procedures under RFO FAR Part 12 in conjunction with RFO FAR Part 15. The contract will provide Area-wide managed teleradiology services for participating Phoenix

Area IHS facilities. Orders will be issued by authorized Contracting Officers or other officials possessing written delegated ordering authority, as permitted by the contract.

• The Government guarantees only the minimum dollar amount stated in the Schedule. Estimated quantities are for evaluation and planning and are not guaranteed.

• Funds are obligated only by the contract award to the extent of the minimum guarantee and by authorized orders or modifications that expressly obligate additional funds.

Availability of Funds. Funds are not presently available for performance beginning in Fiscal Year 2027. Award and performance are subject to the availability of appropriated funds. FAR 52.232-18, Availability of Funds, applies. No legal liability on the part of the Government for payment may arise until funds are made available to the Contracting Officer and the Contractor receives notice of such availability, except to the extent funds are expressly obligated by an authorized award, order, or modification.

• Orders will identify the applicable facility or requirement, CLIN(s), quantity or estimated quantity, period of performance, funded amount, and any order-specific performance information.

• No work outside the funded and authorized scope of the contract or an order may begin without written authorization from the Contracting Officer.

• The anticipated contract structure is a Base Period plus four one-year option periods, with an anticipated performance start of November 2, 2026. Actual dates will be established in the award document.

3. Pricing and Compensation The awarded unit prices for radiology interpretations and other separately priced services are firm-fixed-price, fully burdened, and all-inclusive for the applicable contract period. Unless expressly identified as a separately reimbursable CLIN, the unit price includes all direct and indirect costs necessary to perform, including professional labor, fringe benefits, overhead, G&A, recruiting, credentialing, privileging, onboarding, supervision, scheduling, quality control, insurance, licenses, information technology, interfaces, contractor administrative supplies, and profit.

No separate overhead, G&A, overtime, holiday, shift differential, standby, on-call, travel, lodging, per diem, or other premium will be paid unless expressly authorized by the contract Schedule or a written contract modification executed by the Contracting

Officer. The Contractor is solely responsible for compensation owed to its personnel and subcontractors.

4. Radiologist Qualifications, Credentialing, Privileging, and Authorization to Perform Each radiologist and other health care professional performing under the contract shall satisfy all minimum qualifications in the

PWS and applicable Technical Exhibits, including professional licensure, board certification or eligibility when required, current competency, credentialing, privileging, and facility- or system-specific requirements.

The Contractor shall provide complete and current documentation required for credentialing, privileging, security, orientation, mandatory training, privacy, and system access. No individual may provide clinical services until all applicable prerequisites are complete and required clinical privileges or authorizations have been granted.

The Contractor shall immediately notify the Contracting Officer and COR of any action or circumstance affecting a provider's license, board status, clinical privileges, malpractice history, disciplinary status, Federal health care program eligibility, or other qualification relevant to continued performance.

5. Staffing Continuity, Substitution, and Quality The Contractor shall maintain sufficient radiologist staffing and operational capability to provide uninterrupted coverage and meet the turnaround times, availability standards, modality requirements, and other performance requirements established by the PWS and orders. If assigned personnel become unavailable, the Contractor shall promptly initiate replacement or coverage actions and notify the Contracting Officer and COR when the unavailability may affect performance.

Replacement personnel must satisfy all PWS and contract requirements before providing services. Government acceptance or approval of personnel does not transfer staffing responsibility to the Government and does not authorize an increase in contract unit prices. Repeated staffing shortages, untimely replacement, failure to maintain qualifications, missed turnaround times, poor responsiveness, or other noncompliance may result in corrective action, adverse performance information, rejection of nonconforming services, or other contractual remedies.

6. SDVOSB Set-Aside and Socioeconomic Requirements This acquisition is a 100 percent Service-Disabled Veteran-Owned Small Business (SDVOSB) set-aside. The Contractor shall maintain the eligibility required for award and comply with all applicable SDVOSB program requirements throughout contract performance. FAR 52.219-14, Limitations on Subcontracting, and FAR 52.219-27, Notice of Set-Aside for, or Sole-Source

Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program, apply in their current HHS-approved RFO-deviated form.

HHSAR 352.226-70, Indian Preference (OCT 2026) (RFO DEVIATION), and HHSAR 352.226-71, Indian Preference Program

(OCT 2026) (RFO DEVIATION), are incorporated into the solicitation and resulting contract as applicable. These clauses implement Indian preference requirements in employment, training, and subcontracting opportunities and do not alter the

SDVOSB set-aside status of this acquisition. HHSAR 352.226-75, Indian Economic Enterprise Subcontracting Limitations, does not apply because award is not being made under the authority of the Buy Indian Act. These requirements do not authorize the

Contractor to disregard radiologist qualification, credentialing, privileging, licensure, security, or patient-safety requirements.

7. Invoicing and Payment Invoices shall be submitted electronically through the Department of the Treasury Invoice Processing Platform (IPP), unless alternate procedures are authorized in writing by the Contracting Officer. The Government will pay only for authorized services actually performed and accepted under the contract or applicable order. Each invoice shall include, as applicable:

• Contract number and applicable order number, if any

• Invoice number and invoice date

• Contractor name

• Applicable facility/Ordering Activity and CLIN

• Dates or billing period of service

• Quantity of each authorized service actually performed

• Applicable firm-fixed-price unit rate

• Extended amount and total amount due

• Supporting documentation required by the contract, PWS, order, or COR for acceptance and reconciliation

Invoices shall not exceed the funded amount of the applicable contract/order. Payment does not constitute acceptance of nonconforming services or waive any Government right or remedy.

8. Information Security, Privacy, and System Integration The Contractor shall comply with all PWS requirements governing VistA Imaging/VistARad, PACS, HL7 interfaces, HIPAA, Privacy Act requirements when applicable, Federal Contract Information, IHS/HHS information-security requirements, and applicable security prohibitions and exclusions. Contractor systems through which Federal Contract Information resides or moves are subject to applicable safeguarding requirements. The Contractor shall comply with the current RFO Part 40 provisions and clauses incorporated in this solicitation and contract.

Attachment 5 - Business Associate Agreement (BAA) is incorporated into the solicitation and resulting contract as applicable.

The successful Contractor shall complete and execute the BAA at award or as otherwise directed by the Contracting Officer before access to protected health information requiring a BAA.

9. RFO FAR Applicability and Required SAM Notice HHS FAR Class Deviation 2025-09, Amendment 2; HHS FAR Class Deviation 2026-01, Amendment 2; and HHS FAR Class

Deviation 2025-10, Amendment 1, require HHS contracting staff to use applicable RFO FAR and corresponding Part 52 deviation text. Effective October 1, 2026, HHSAR Class Deviation 2026-25 requires HHS contracting staff to follow the RFO

HHSAR Part 326 and corresponding Part 352 deviation text in lieu of superseded codified text. For this open solicitation, superseded HHSAR 352.226-1, 352.226-2, and other obsolete Part 326 clauses/provisions are removed and, where applicable, replaced by the October 2026 RFO-deviated clauses and provisions. Deviated provision or clause text controls over superseded codified text to the extent applicable.

System for Award Management (SAM) notice: System updates may lag policy updates. SAM may continue to require entities to complete representations based on provisions that are not included in this solicitation. The Contracting Officer will rely on representations from offerors based on provisions included in this solicitation. Entities are not required to update their entity registration solely to remove superseded representations that remain in SAM.

Solicitation provisions govern proposal submission, representations, evaluation, and other pre-award matters. Contract clauses are included in the solicitation because they will become terms of the resulting contract upon award.

10. Solicitation Provisions Incorporated by Reference The following solicitation provisions are incorporated by reference and apply to this solicitation in accordance with their prescriptions. For provisions revised by an HHS-approved RFO class deviation, the current RFO model deviation text controls.

Solicitation-specific instructions in Attachment 4 - Sections L and M supplement these provisions and control where expressly stated.

Provision / Clause Title Date / Version

52.212-1 Instructions to Offerors - Commercial Products and Commercial Services

RFO DEVIATION

52.212-2 Evaluation - Commercial Products and Commercial Services

RFO DEVIATION

52.204-7 System for Award Management - Registration

RFO DEVIATION

52.219-1 Small Business Program Representations RFO DEVIATION

52.240-90 Security Prohibitions and Exclusions Representations and Certifications

RFO DEVIATION

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

By reference

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements - Representation

By reference

52.216-1 Type of Contract RFO DEVIATION

11. Solicitation Provisions Included in Full Text / Offeror Fill-Ins The following provisions require an offeror response and are included in full text so that the offeror can complete the applicable certification or fill-in with its proposal.

FAR 52.209-12 - Certification Regarding Tax Matters (OCT 2025)

(a) This provision implements section 523 of Division B of the Consolidated and Further Continuing Appropriations Act, 2015

(Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts.

(b) If the Offeror is proposing a total contract price that will exceed $7 million (including options), the Offeror shall certify that, to the best of its knowledge and belief, it:

(1) Has [ ] filed all Federal tax returns required during the three years preceding the certification;

(2) Has not [ ] been convicted of a criminal offense under the Internal Revenue Code of 1986; and

(3) Has not [ ], more than 90 days prior to certification, been notified of any unpaid Federal tax assessment for which the liability remains unsatisfied, unless the assessment is the subject of an installment agreement or offer in compromise that has been approved by the Internal Revenue Service and is not in default, or the assessment is the subject of a non-frivolous administrative or judicial proceeding.

(End of provision)

FAR 52.215-6 - Place of Performance (RFO DEVIATION)

(a) The offeror or respondent, in the performance of any contract resulting from this request for proposals, [ ] intends, [ ] does not intend [check applicable block] to use one or more plants or facilities located at a different address from the address of the offeror or respondent as indicated in this proposal or response to request for information.

(b) If the offeror or respondent checks "intends" in paragraph (a) of this provision, it shall insert in the following spaces the required information:

Place of Performance (Street Address, City, State, County, ZIP Code)

Name and Address of Owner and Operator of the Plant or Facility if Other Than Offeror or Respondent

(End of provision)

12. FAR Clauses Incorporated by Reference The following clauses are incorporated by reference to the extent applicable under their prescriptions. For clauses revised by an

HHS-approved RFO class deviation, the current RFO model deviation text applicable to this award controls. Required IDIQ and option clause fill-ins are stated in the SF 1449 continuation Schedule.

Provision / Clause Title Date / Version

52.212-4 Terms and Conditions - Commercial Products and Commercial Services

APR 2026 - RFO DEVIATION

52.203-6 Alt I Restrictions on Subcontractor Sales to the Government

JUN 2020 - ALT I

52.203-13 Contractor Code of Business Ethics and Conduct

NOV 2021

52.203-17 Contractor Employee Whistleblower Rights NOV 2023

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-9 Personal Identity Verification of Contractor Personnel

JAN 2011

52.204-13 System for Award Management - Maintenance

RFO DEVIATION

52.204-91 Contractor Identification RFO DEVIATION

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

RFO DEVIATION

Provision / Clause Title Date / Version

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

RFO DEVIATION

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

RFO DEVIATION

52.216-18 Ordering By reference; See Schedule

52.216-19 Order Limitations By reference; See Schedule

52.216-22 Indefinite Quantity RFO DEVIATION; See Schedule

52.217-9 Option to Extend the Term of the Contract By reference; See Schedule

52.219-8 Utilization of Small Business Concerns RFO DEVIATION

52.219-14 Limitations on Subcontracting RFO DEVIATION

52.219-27 Notice of Set-Aside for, or Sole-Source Award to, SDVOSB Concerns Eligible Under the SDVOSB Program

RFO DEVIATION

52.219-28 Postaward Small Business Program Rerepresentation

RFO DEVIATION

52.222-3 Convict Labor JUN 2003

52.222-35 Equal Opportunity for Veterans RFO DEVIATION

52.222-36 Equal Opportunity for Workers with Disabilities

RFO DEVIATION

52.222-37 Employment Reports on Veterans RFO DEVIATION

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons RFO DEVIATION

52.222-54 Employment Eligibility Verification RFO DEVIATION

52.222-62 Paid Sick Leave Under Executive Order 13706

JAN 2022

52.222-90 Addressing DEI Discrimination by Federal Contractors

APR 2026 - RFO DEVIATION

52.224-2 Privacy Act APR 1984

52.224-3 Privacy Training JAN 2017

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving

MAY 2024

52.232-33 Payment by Electronic Funds Transfer - System for Award Management

OCT 2018

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

MAR 2023

52.233-3 Protest After Award RFO DEVIATION

52.233-4 Applicable Law for Breach of Contract Claim RFO DEVIATION

52.237-3 Continuity of Services By reference

52.240-91 Security Prohibitions and Exclusions RFO DEVIATION

52.240-93 Basic Safeguarding of Covered Contractor Information Systems

RFO DEVIATION

52.244-6 Subcontracts for Commercial Products and Commercial Services

OCT 2025

52.232-18 Availability of Funds By reference

Service Contract Labor Standards note. The principal services under this acquisition are professional radiologist/teleradiology services. Physicians performing in a bona fide professional capacity are excluded from the definition of "service employee" used by the Service Contract Labor Standards clause. Accordingly, this attachment does not incorporate FAR 52.222-41, 52.222-42, or an SCLS wage determination solely on the basis of physician performance. If the contract or an order adds covered service-employee work or circumstances otherwise make the statute applicable, the Contracting Officer will incorporate the required labor clauses and wage determination by solicitation amendment or contract modification, as appropriate.

HHSAR Class Deviation 2026-25 is effective October 1, 2026 and applies to this open solicitation. The October 2026 RFO-deviated Part 326/352 text replaces superseded codified Part 326/352 text where applicable.

13. HHSAR Clauses Provision / Clause Title Date / Version

352.223-70 Safety and Health By reference

352.226-70 Indian Preference OCT 2026 - RFO DEVIATION

352.226-71 Indian Preference Program OCT 2026 - RFO DEVIATION

352.232-71 Electronic Submission of Payment Requests By reference / full text below

14. Clauses Included in Full Text

FAR 52.237-7 - Indemnification and Medical Liability Insurance

(a) It is expressly agreed and understood that this is a nonpersonal services contract, under which the professional services rendered by the Contractor 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 professional medical judgment, diagnosis, or specific medical treatments. The Contractor shall be solely liable for and expressly agrees to indemnify the Government with respect to any liability producing acts or omissions by it or by its employees or agents. The Contractor shall maintain during the term of this contract liability insurance issued by a responsible insurance carrier of not less than the following amount(s) per specialty per occurrence: $2,000,000.00 per occurrence.

(b) An apparently successful offeror, upon request by the Contracting Officer, shall furnish prior to award evidence of its insurability concerning the medical liability insurance required by paragraph (a).

(c) Liability insurance may be on either an occurrence basis or on a claims-made basis. If the policy is on a claims-made basis, an extended reporting endorsement (tail) for a period of not less than 3 years after the end of the contract term must also be provided.

(d) Evidence of insurance documenting the required coverage for each health care provider who will perform under this contract shall be provided to the Contracting Officer prior to the commencement of services under this contract. If the insurance is on a claims-made basis and evidence of an extended reporting endorsement is not provided prior to the commencement of services, evidence of such endorsement shall be provided to the Contracting Officer prior to the expiration of this contract. Final payment under this contract shall be withheld until evidence of the extended reporting endorsement is provided to the Contracting Officer.

(e) The policies evidencing required insurance shall also contain an endorsement to the effect 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. If during the performance period of the contract the Contractor changes insurance providers, the Contractor must provide evidence that the Government will be indemnified to the limits specified in paragraph (a) of this clause, for the entire period of the contract, either under the new policy, or a combination of old and new policies.

(f) The Contractor shall insert the substance of this clause, including this paragraph (f), in all subcontracts under this contract for health care services and shall require such subcontractors to provide evidence of and maintain insurance in accordance with paragraph (a) of this clause. At least 5 days before the commencement of work by any subcontractor, the Contractor shall furnish to the Contracting Officer evidence of such insurance.

(End of clause)

HHSAR 352.232-71 - Electronic Submission of Payment Requests

(a) Definitions. As used in this clause - Payment request means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR

32.905(b), Content of Invoices, and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the

Department of Treasury Invoice Processing Platform (IPP) or successor system. Information regarding IPP, including IPP

Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with HHS procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request.

(End of clause)

15. Order Application Each order is subject to the underlying IDIQ contract, this attachment, the applicable PWS and Technical Exhibits, applicable credentialing/privileging requirements, Attachment 5 - Business Associate Agreement when applicable, and order-specific terms.

Each order shall identify the participating facility or Area-wide requirement, applicable CLIN(s), unit price(s), estimated or ordered quantities, period of performance, funded amount, accounting data, COR when designated, and any order-specific performance requirements. No work may begin before issuance of an authorized order and completion of all applicable authorization-to-start requirements.

The minimum guarantee, maximum contract value, ordering-period dates, activities authorized to issue orders, and required

IDIQ/option clause fill-ins are stated in the SF 1449 and its continuation Schedule. Those Schedule terms control the corresponding blanks in FAR 52.216-18, 52.216-19, 52.216-22, and 52.217-9.

15. Order Application