SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

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1 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 7. FOR SOLICITATION INFORMATION CALL: 9. ISSUED BY W40M USA MEDCOM HCAA SOUTHERN REG CONTR OFC 3551 ROGER BROOK DR BLDG 3600 FORT SAM HOUSTON TX TEL: FAX: 11. DELIVERY FOR FOB DESTINA- TION UNLESS BLOCK IS MARKED SEE SCHEDULE a. NAME PATRICIA C. PFENINGER CODE W81K DISCOUNT TERMS 10. THIS ACQUISITION IS SMALL BUSINESS HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 1. REQUISITION NUMBER a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE W81K00-16-R-0011 b. TELEPHONE NUMBER UNRESTRICTED OR 13b. RATING (No Collect Calls) X SET ASIDE: WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM NAICS: EDWOSB X 8(A) PAGE 1 OF Feb OFFER DUE DATE/LOCAL TIME 12:00 PM 08 Mar % FOR: SIZE STANDARD: $15,000, METHOD OF SOLICITATION RFQ IFB X RFP 15. DELIVER TO CODE W90R ADMINISTERED BY W07R USA SOUTH REGION MED CMD STANLEY RD STE 121 FORT SAM HOUSTON TX TEL:. FAX:. CODE 17a.CONTRACTOR/ CODE FACILITY OFFEROR CODE 18a. PAYMENT WILL BE MADE BY CODE TELEPHONE NO. 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 ITEM NO. SCHEDULE OF SUPPLIES/ SERVICES QUANTITY UNIT UNIT PRICE AMOUNT SEE SCHEDULE 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Gov t. Use Only ) 1X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR FAR ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR FAR IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED. 29. AWARD OF CONTRACT: REF. OFFER DATED. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE 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 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) TEL: (TYPE OR PRINT) 31c. DATE SIGNED AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) Prescribed by GSA FAR (48 CFR)

2 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS (CONTINUED) 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES 21. QUANTITY UNIT UNIT PRICE PAGE 2 OF AMOUNT SEE SCHEDULE 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32b. SIGNATURE OF AUTHORIZED GOVERNMENT 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE REPRESENTATIVE 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER PARTIAL FINAL 34. VOUCHER NUMBER 35. AMOUNT VERIFIED CORRECT FOR 36. PAYMENT COMPLETE PARTIAL FINAL 37. CHECK NUMBER 38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 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 AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) BACK Prescribed by GSA FAR (48 CFR)

3 Page 3 of 101 Section SF CONTINUATION SHEET ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001 Behavioral Health Service Line Support FFP Non-personal services for Health System Administration support, Financial Analyst, and Health System Specialists for the Director and staff of the Behavioral Health Service Line at the Regional Health Command - Central (RHC-C), Join Base San Antonio, Fort Sam Houston Texas. Period of Performance: 1 April 2016 to 30 September 2016 Services shall be provided in accordance with the terms and conditions of the contract and the performance work statement. Vendors shall bill monthly and only invoice for actual hours worked. Treasury Account Symbol: NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001AA 1,920 Hours Health Systems Administrator (Base Year) FFP Contractor shall provide personnel to perform the required non-personal Health System Administrator services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance: 1 April 2016 to 30 September 2016 PURCHASE REQUEST NUMBER: NET AMT

4 Page 4 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001AB 960 Hours Financial Analyst (Base Year) FFP Contractor shall provide personnel to perform the required non-personal Financial Analyst services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance: 1 April 2016 to 30 September 2016 PURCHASE REQUEST NUMBER: NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001AC 4,800 Hours Health System Specialist (Base Year) FFP Contractor shall provide personnel to perform the required non-personal Health Sytem Specialist services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance 1 April 2016 to 30 September 2016 PURCHASE REQUEST NUMBER: NET AMT

5 Page 5 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 0001AD 1 Job Travel (Base) FFP Travel expenses will be reimbursed in accordance with Federal Acquisition Regulation (FAR) *THIS IS A NO-BID ITEM* PURCHASE REQUEST NUMBER: NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Job Contractor Manpower Reporting (Base Year FFP Contract Manpower Reporting: See PWS Paragraph 5.4. Upon award, proof of data input and acceptance into the Contractor Manpower Reporting Application ( shall be provided to the Contracting Officer's Representative and Contract Administrator by 31 October PURCHASE REQUEST NUMBER: NET AMT

6 Page 6 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1001 Behavioral Health Service Line Support FFP Non-personal services for Health System Administration support, Financial Analyst, and Health System Specialists for the Director and staff of the Behavioral Health Service Line at the Regional Health Command - Central (RHC-C), Join Base San Antonio, Fort Sam Houston Texas. Period of Performance: 1 October 2016 to 30 September 2017 Services shall be provided in accordance with the terms and conditions of the contract and the performance work statement. Vendors shall bill monthly and only invoice for actual hours worked. Treasury Account Symbol: NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1001AA 3,840 Hours OPTION Health Systems Administrator (Option 1) FFP Contractor shall provide personnel to perform the required non-personal Health System Administrator services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance: 1 October 2016 to 30 September 2017 NET AMT

7 Page 7 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1001AB 1,920 Hours OPTION Financial Analyst (Option 1) FFP Contractor shall provide personnel to perform the required non-personal Financial Analyst services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance: 1 October 2016 to 30 September 2017 NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1001AC 9,600 Hours OPTION Health System Specialist (Option 1) FFP Contractor shall provide personnel to perform the required non-personal Health Sytem Specialist services for the Behavioral Health Service Line in accordance with the Performance Work Statement. Period of Performance: 1 October 2016 to 30 September 2017 NET AMT

8 Page 8 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1001AD 1 Job OPTION Travel (Option 1) FFP Travel expenses will be reimbursed in accordance with Federal Acquisition Regulation (FAR) *THIS IS A NO-BID ITEM* NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Job OPTION Contractor Manpower Reporting Option 1 FFP Contract Manpower Reporting: See PWS Paragraph 5.4. Upon award, proof of data input and acceptance into the Contractor Manpower Reporting Application ( shall be provided to the Contracting Officer's Representative and Contract Administrator by 31 October 2017 NET AMT

17 Page 17 of 101 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 4001AD 1 Job OPTION Travel (Option 4) FFP Travel expenses will be reimbursed in accordance with Federal Acquisition Regulation (FAR) *THIS IS A NO-BID ITEM* NET AMT ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Job OPTION Contractor Manpower Reporting (Option 4) FFP Contract Manpower Reporting: See PWS Paragraph 5.4. Upon award, proof of data input and acceptance into the Contractor Manpower Reporting Application ( shall be provided to the Contracting Officer's Representative and Contract Administrator by 31 October 2020 NET AMT INSPECTION AND ACCEPTANCE TERMS Supplies/services will be inspected/accepted at: CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY 0001 N/A N/A N/A Government 0001AA Destination Government Destination Government

18 Page 18 of AB Destination Government Destination Government 0001AC Destination Government Destination Government 0001AD Destination Government Destination Government 0002 Destination Government Destination Government 1001 N/A N/A N/A Government 1001AA Destination Government Destination Government 1001AB Destination Government Destination Government 1001AC Destination Government Destination Government 1001AD Destination Government Destination Government 1002 Destination Government Destination Government 2001 N/A N/A N/A Government 2001AA Destination Government Destination Government 2001AB Destination Government Destination Government 2001AC Destination Government Destination Government 2001AD Destination Government Destination Government 2002 Destination Government Destination Government 3001 N/A N/A N/A Government 3001AA Destination Government Destination Government 3001AB Destination Government Destination Government 3001AC Destination Government Destination Government 3001AD Destination Government Destination Government 3002 Destination Government Destination Government 4001 N/A N/A N/A Government 4001AA Destination Government Destination Government 4001AB Destination Government Destination Government 4001AC Destination Government Destination Government 4001AD Destination Government Destination Government 4002 Destination Government Destination Government DELIVERY INFORMATION CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC 0001 POP 01-APR-2016 TO 30-SEP-2016 N/A W07R USA SOUTH REGION MED CMD STANLEY RD STE 121 FORT SAM HOUSTON TX W90R AA POP 01-APR-2016 TO 30-SEP-2016 N/A (SAME AS PREVIOUS LOCATION) W90R AB POP 01-APR-2016 TO 30-SEP-2016 N/A (SAME AS PREVIOUS LOCATION) W90R AC POP 01-APR-2016 TO 30-SEP-2016 N/A (SAME AS PREVIOUS LOCATION) W90R72

19 Page 19 of AD POP 01-APR-2016 TO 30-SEP-2016 N/A (SAME AS PREVIOUS LOCATION) W90R OCT (SAME AS PREVIOUS LOCATION) W90R POP 01-OCT-2016 TO 30-SEP-2017 N/A (SAME AS PREVIOUS LOCATION) W90R AA POP 01-OCT-2016 TO 30-SEP-2017 N/A (SAME AS PREVIOUS LOCATION) W90R AB POP 01-OCT-2016 TO 30-SEP-2017 N/A (SAME AS PREVIOUS LOCATION) W90R AC POP 01-OCT-2016 TO 30-SEP-2017 N/A (SAME AS PREVIOUS LOCATION) W90R AD POP 01-OCT-2016 TO 30-SEP-2017 N/A (SAME AS PREVIOUS LOCATION) W90R OCT (SAME AS PREVIOUS LOCATION) W90R POP 01-OCT-2017 TO 30-SEP-2018 N/A (SAME AS PREVIOUS LOCATION) W90R AA POP 01-OCT-2017 TO 30-SEP-2018 N/A (SAME AS PREVIOUS LOCATION) W90R AB POP 01-OCT-2017 TO 30-SEP-2018 N/A (SAME AS PREVIOUS LOCATION) W90R AC POP 01-OCT-2017 TO 30-SEP-2018 N/A (SAME AS PREVIOUS LOCATION) W90R AD POP 01-OCT-2017 TO 30-SEP-2018 N/A (SAME AS PREVIOUS LOCATION) W90R OCT (SAME AS PREVIOUS LOCATION) W90R POP 01-OCT-2018 TO 30-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) W90R AA POP 01-OCT-2018 TO 30-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) W90R AB POP 01-OCT-2018 TO 30-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) W90R AC POP 01-OCT-2018 TO 30-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) W90R72

20 Page 20 of AD POP 01-OCT-2018 TO 30-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) W90R OCT (SAME AS PREVIOUS LOCATION) W90R POP 01-OCT-2019 TO 30-SEP-2020 N/A (SAME AS PREVIOUS LOCATION) W90R AA POP 01-OCT-2019 TO 30-SEP-2020 N/A (SAME AS PREVIOUS LOCATION) W90R AB POP 01-OCT-2019 TO 30-SEP-2020 N/A (SAME AS PREVIOUS LOCATION) W90R AC POP 01-OCT-2019 TO 30-SEP-2020 N/A (SAME AS PREVIOUS LOCATION) W90R AD POP 01-OCT-2019 TO 30-SEP-2020 N/A (SAME AS PREVIOUS LOCATION) W90R OCT (SAME AS PREVIOUS LOCATION) W90R72 CLAUSES INCORPORATED BY REFERENCE Contract Terms and Conditions--Commercial Items MAY 2015 CLAUSES INCORPORATED BY FULL TEXT ADDENDUM TO (w) The non-far Part 12 discretionary FAR, DFARS, AFARS, and LOCAL clauses included herein are incorporated into this contract either by reference or in full text. If incorporated by reference, see clause herein for locations where full text can be found.. (End of Clause) CLAUSES INCORPORATED BY REFERENCE Gratuities APR Alt I Restrictions On Subcontractor Sales To The Government OCT 1995 (Sep 2006) -- Alternate I

21 Page 21 of Limitation On Payments To Influence Certain Federal OCT 2010 Transactions Contractor Employee Whistleblower Rights and Requirement APR 2014 To Inform Employees of Whistleblower Rights Printed or Copied Double-Sided on Postconsumer Fiber MAY 2011 Content Paper Personal Identity Verification of Contractor Personnel JAN Reporting Executive Compensation and First-Tier OCT 2015 Subcontract Awards Protecting the Government's Interest When Subcontracting OCT 2015 With Contractors Debarred, Suspended, or Proposed for Debarment Notice Of Total Small Business Set-Aside NOV Utilization of Small Business Concerns OCT Limitations On Subcontracting NOV Convict Labor JUN Prohibition Of Segregated Facilities APR Equal Opportunity APR Equal Opportunity for Veterans OCT Equal Opportunity for Workers with Disabilities JUL Employment Reports on Veterans OCT Combating Trafficking in Persons MAR Employment Eligibility Verification OCT Pollution Prevention and Right-to-Know Information MAY Encouraging Contractor Policies To Ban Text Messaging AUG 2011 While Driving Privacy Act Notification APR Privacy Act APR Restrictions on Certain Foreign Purchases JUN Insurance - Work On A Government Installation JAN Taxes--Foreign Fixed-Price Contracts FEB Payment by Electronic Funds Transfer--System for Award JUL 2013 Management Unenforceability of Unauthorized Obligations JUN Providing Accelerated Payments to Small Business DEC 2013 Subcontractors Protest After Award AUG Applicable Law for Breach of Contract Claim OCT Protection Of Government Buildings, Equipment, And APR 1984 Vegetation Continuity Of Services JAN Bankruptcy JUL Stop-Work Order AUG Government Delay Of Work APR Subcontracts OCT Contracting Officer's Representative DEC Requirements Relating to Compensation of Former DoD SEP 2011 Officials Requirement to Inform Employees of Whistleblower Rights SEP Agency Office of the Inspector General DEC Disclosure Of Information AUG Control Of Government Personnel Work Product APR Provision Of Information To Cooperative Agreement Holders DEC 1991

22 Page 22 of Subcontracting With Firms That Are Owned or Controlled By OCT 2015 The Government of a Country that is a State Sponsor of Terrorism Preference For Certain Domestic Commodities FEB Export-Controlled Items JUN Utilization of Indian Organizations and Indian-Owned SEP 2004 Economic Enterprises, and Native Hawaiian Small Business Concerns Electronic Submission of Payment Requests and Receiving JUN 2012 Reports Wide Area WorkFlow Payment Instructions MAY Levies on Contract Payments DEC Pricing Of Contract Modifications DEC Requests for Equitable Adjustment DEC 2012 CLAUSES INCORPORATED BY FULL TEXT CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) (a) Definitions. As used in this clause-- Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization. Full cooperation (1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information; (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require- - (i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or (ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and (3) Does not restrict a Contractor from-- (i) Conducting an internal investigation; or (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

23 Page 23 of 101 Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor. United States means the 50 States, the District of Columbia, and outlying areas. (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall-- (i) Have a written code of business ethics and conduct; (ii) Make a copy of the code available to each employee engaged in performance of the contract. (2) The Contractor shall-- (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. (3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed-- (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act (31 U.S.C ). (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked confidential or proprietary by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction. (iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract. (c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period: (1) An ongoing business ethics awareness and compliance program. (i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

24 Page 24 of 101 (ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors. (2) An internal control system. (i) The Contractor's internal control system shall-- (A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and (B) Ensure corrective measures are promptly instituted and carried out. (ii) At a minimum, the Contractor's internal control system shall provide for the following: (A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system. (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including-- (1) Monitoring and auditing to detect criminal conduct; (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and (3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process. (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports. (E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct. (F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C ). (1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation. (2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

25 Page 25 of 101 (3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract. (4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause. (G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions. (d) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and a performance period of more than 120 days. (2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer. (End of clause) UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013) (a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management database via (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L ), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments-- (1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by-- (i) Government personnel and authorized users performing business on behalf of the Government; or (ii) The Contractor, when viewing data on itself; and (2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for-- (i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause. (c) The Contractor will receive notification when the Government posts new information to the Contractor's record. (1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of

26 Page 26 of 101 Information procedures, prior to reposting the releasable information. The contractor must cite and request removal within 7 calendar days of the posting to FAPIIS. (2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them. (3) As required by section 3010 of Pub. L , all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. (d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O (End of clause) Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015) (a) Definitions. As used in this clause-- Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). Subsidiary means an entity in which more than 50 percent of the entity is owned-- (1) Directly by a parent corporation; or (2) Through another subsidiary of a parent corporation. (b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause. (c) Exceptions to this prohibition are located at (d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event. (End of clause) OPTION TO EXTEND SERVICES (NOV 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance

27 Page 27 of 101 hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to contract expiration. (End of clause) OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within 15 days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 54 months. (End of clause) NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(A) CONCERNS (JUN 2003) (a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer-- (1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and (2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA. (b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause. (c) Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation. (d)(1) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts. (2) The SBA's contractor will notify the Regional Health Contracting Office -Central's Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party. (End of clause)

28 Page 28 of POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JULY 2013) (a) Definitions. As used in this clause-- Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at , Option to Extend Services, or other appropriate authority. Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following: (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract. (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts-- (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. (c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update. (f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

29 Page 29 of 101 (g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed: The Contractor represents that it ( ) is, ( ) is not a small business concern under NAICS Code assigned to contract number TBD. (Contractor to sign and date and insert authorized signer's name and title). (End of clause) NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014) (a) Service employee, as used in this clause, means any person engaged in the performance of a service contract other than any person employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541. The term ``service employee'' includes all such persons regardless of any contractual relationship that may be alleged to exist between a contractor or subcontractor and such persons. (b) The Contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the service employees were hired, a right of first refusal of employment under this contract in positions for which the service employees are qualified. (1) The Contractor and its subcontractors shall determine the number of service employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor Contractor employed in connection with performance of the work. (2) Except as provided in paragraph (c) of this clause, there shall be no employment opening under this contract, and the Contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation. (i) The successor Contractor and its subcontractors shall make a bona fide express offer of employment to each service employee as provided herein and shall state the time within which the service employee must accept such offer, but in no case shall the period within which the service employee must accept the offer of employment be less than 10 days. (ii) The successor Contractor and its subcontractors shall decide any question concerning a service employee's qualifications based upon the individual's education and employment history, with particular emphasis on the employee's experience on the predecessor contract, and the Contractor may utilize employment screening processes only when such processes are provided for by the contracting agency, are conditions of the service contract, and are consistent with Executive Order (iii) Where the successor Contractor does not initially offer employment to all the predecessor contract service employees, the obligation to offer employment shall continue for 90 days after the successor contractor's first date of performance on the contract. (iv) An offer of employment will be presumed to be bona fide even if it is not for a position similar to the one the employee previously held, but is one for which the employee is qualified, and even if it is subject to different employment terms and conditions, including changes to pay or benefits. (See 29 CFR 9.12 for a detailed description of a bonafide offer of employment).

30 Page 30 of 101 (c)(1) Notwithstanding the obligation under paragraph (b) of this clause, the successor Contractor and any subcontractors (i) may employ under this contract any service employee who has worked for the contractor or subcontractor for at least three months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (ii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Labor Standards statute, 41 U.S.C. 6701(3), and (iii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor whom the Contractor or any of its subcontractors reasonably believes, based on the particular service employee's past performance, has failed to perform suitably on the job (see 29 CFR 9.12(c)(4) for additional information). The successor Contractor bears the responsibility of demonstrating the appropriateness of claiming any of these exceptions. (2) In addition, any Contractor or subcontractor that has been certified by the U.S. Small Business Administration as a HUBZone small business concern must ensure that it complies with the statutory and regulatory requirements of the HUBZone Program (e.g., it must ensure that at least 35 percent of all of its employees reside within a HUBZone). The HUBZone small business Contractor or subcontractor must consider whether it can meet the requirements of this clause and Executive Order while also ensuring it meets the HUBZone Program's requirements. (3) Nothing in this clause shall be construed to permit a Contractor or subcontractor to fail to comply with any provision of any other Executive order or law. For example, the requirements of the HUBZone Program (see FAR subpart 19.13), Executive Order (Equal Employment Opportunity), and the Vietnam Era Veterans' Readjustment Assistance Act of 1974 may conflict, in certain circumstances, with the requirements of Executive Order All applicable laws and Executive orders must be satisfied in tandem with, and if necessary prior to, the requirements of Executive Order 13495, 29 CFR part 9, and this clause. (d)(1) The Contractor shall, not less than 30 days before completion of the Contractor's performance of services on the contract, furnish the Contracting Officer with a certified list of the names of all service employees working under this contract and its subcontracts at the time the list is submitted. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts with either the current or predecessor contractors or their subcontractors. Where changes to the workforce are made after the submission of the certified list described in this paragraph, the Contractor shall, in accordance with paragraph (e) of this clause, not less than 10 days before completion of the services on this contract, furnish the Contracting Officer with an updated certified list of the names of all service employees employed within the last month of contract performance. The updated list shall also contain anniversary dates of employment, and, where applicable, dates of separation of each service employee under the contract and its predecessor contracts with either the current or predecessor Contractors or their subcontractors. (2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives. (3) The Contracting Officer will direct the predecessor Contractor to provide written notice (Appendix B to 29 CFR chapter 9) to service employees of their possible right to an offer of employment with the successor contractor. Where a significant portion of the predecessor Contractor's workforce is not fluent in English, the notice shall be provided in English and the language(s) with which service employees are more familiar. The written notice shall be (i) Posted in a conspicuous place at the worksite; or (ii) Delivered to the service employees individually. If such delivery is via , the notification must result in an electronic delivery receipt or some other reliable confirmation that the intended recipient received the notice. (e)(1) If required in accordance with (n), the predecessor Contractor shall, not less than 10 days before completion of this contract, furnish the Contracting Officer a certified list of the names of all service employees working under this contract and its subcontracts during the last month of contract performance. The list shall also