Attachment 3 - Teleradiology Solicitation Provisions and Contract Clauses.pdf

Managed Teleradiology Services | Terms and Conditions

Phoenix Area IHS | Managed Teleradiology Services

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 Schedule establishes 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 order of precedence stated 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 authority, as permitted by the contract.

• The Government guarantees only the minimum quantity or 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.

• 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, credential ing, 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 RFO-deviated form.

HHSAR 352.226-1, Indian Preference; 352.226-2, Indian Preference Program; and 352.226-6, Indian Economic Enterprise Subcontracting Limitations, are incorporated into the contract. 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.

• 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.

9. RFO FAR Applicability and Required SAM Notice

HHS FAR Class Deviation 2025-09, Amendment 2, requires HHS contracting staff to follow the applicable RFO model deviation text for FAR Parts 4, 8, 12, 38, 40, 51, and corresponding Part 52 text. HHS FAR Class Deviation 2026-01, Amendment 2, requires use of the applicable RFO model deviation text for FAR Parts 13, 14, 15, 16, 19, 22, 23, 25, 32, 37, 41, 42, 47, 53, and corresponding Part 52 text.

HHS FAR Class Deviation 2025-10, Amendment 1, requires use of the applicable RFO model deviation text for FAR Parts 9, 33, 46, 49, and corresponding Part 52 text. 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. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in this solicitation. Contracting officers will rely on representations from offers based on provisions in the solicitation. Entities are not required to, nor are they able to, update their entity registration to remove these representations 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 Sections L and M supplement these provisions and control where expressly stated.

Provision 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

52.215-6 Place of Performance RFO DEVIATION

52.216-1 Type of Contract RFO DEVIATION

11. 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.

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

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

52.216-19 Order Limitations By reference

52.216-22 Indefinite Quantity RFO DEVIATION

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

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

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.

12. HHSAR Clauses

Clause Title Date/Version

352.223-70 Safety and Health By reference

352.226-1 Indian Preference By reference

352.226-2 Indian Preference Program By reference

352.226-6 Indian Economic Enterprise Subcontracting Limitations By reference

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

13. 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)

14. Order Application

Each order is subject to the underlying IDIQ contract, this attachment, the applicable PWS and Technical Exhibits, applicable credentialing/privileging requirements, 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, and required IDIQ/option clause fill-ins will be stated in the SF 1449 and its continuation pages, not in this attachment unless a clause requires the information to appear here.