191668_ESRD_QIP_RFP.docx

Contents

End Stage Renal Disease Network CMS-2012-Contractor-DQC Firm Fixed Price (FFP) Renewal

191668: End-Stage Renal Disease Quality Incentive Program (ESRD QIP) Data Validity and Reliability iv

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Description of Services

The purpose of this contract is to procure services necessary to support the “End-Stage Renal Disease Quality Incentive Program (ESRD QIP) Data Validity and Reliability", in order to perform data validation for the ESRD-QIP data sources and determine the extent to which ESRD data sources contain reliable and accurate administrative and clinical information.

The ESRD QIP is CMS' first value-based purchasing program, where payments to outpatient dialysis facilities are reduced by up to 2 percent if they fail to achieve performance thresholds on quality measures. ESRD QIP performance scores are calculated from the information contained in administrative claims and CROWNWeb. CMS regularly audits the accuracy of the information providers and suppliers submit to receive reimbursement for health care provided to Medicare beneficiaries.

The major tasks under this contract include:

1. Develop a robust methodology and sampling plan;

2. Acquire necessary data from CMS and selected dialysis facilities;

3. Code and analyze the data; and

4. Report the results and provide recommendations to CMS

B.2 Type of Contract

The Government is awarding one (1) Firm-Fixed-Price (FFP) contract.

B.3 Firm-Fixed-Price (FFP)

A. Monthly vouchers shall be submitted in accordance with contract Section G.2, Payments – Invoices (Sept 2018).

B. Table of Total Estimated Firm Fixed Price

The contractor shall provide the necessary personnel, materials, services, facilities and supplies(except as may be otherwise specified in the contract) and otherwise do all things necessary for, or incident to, the performance of the work as set forth in Section C, Statement of Work/Services. In consideration of successful contract performance, based on the evaluation criteria set forth in Section C, the contractor will be reimbursed as stated in B.4, Schedule for Payment for Fixed Price.

B.4 Schedule for Payment for Fixed Price The Government shall pay the contractor for performing this contract the fixed price specified in the schedule below. Payment of the fixed price will be made in accordance with the schedule provided below:

B. Base Year Performance Period

C. Option 1

D. Option 2

E. Option 3

F. Option 4

B.5 Transition Services In the event that CMS requires transition services from the Contractor to a successor Contractor, CMS will request a separate technical and business proposal for these services. These services will be incorporated into the contract if applicable.

SECTION C – STATEMENT OF WORK/SERVICES

The Statement of Work (SOW) provides requirements which the Contractor is expected to accomplish to meet minimum contract needs.

Independently, and not as an agent of CMS, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government, as needed to perform this Statement of Work.

The Contract will provide the services as described in Attachment J.1, Statement of Work.

SECTION D – PACKING AND MARKING

D.1 Packing, Marking and Shipping

All deliverables shall be marked clearly using the contract number and shall follow any directions provided in Section F.3, Items to be Furnished and Delivery Schedule. All deliverables required under this contract shall be packaged, marked and shipped in accordance with the Statement of Work, and any additional requirements set forth by the COR in concert with the CO. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 Clauses Incorporated by Reference FAR 52.252-2 (FEB 1998)

This 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 address: https://www.acquisition.gov/

Federal Acquisition Regulation (FAR) Clauses:

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)

E.2 INSPECTION AND ACCEPTANCE

a. All work under this contract is subject to inspection and final acceptance by the Contracting Officer or the duly authorized representative of the Government.

b. The Government's Contracting Officer Representative is a duly authorized representative of the Government and is responsible for inspection and acceptance of all items to be delivered under this contract.

c. Inspection and acceptance of the Contractor's performance shall be in accordance with the applicable FAR Clauses in Section E.1 above.

E.3 ACCEPTANCE BY THE CONTRACTING OFFICERS REPRESENTATIVE (COR)

All items to be delivered to the Contracting Officers Representative (COR) who will be deemed to have been accepted 30 calendar days after the date of delivery, except as otherwise specified in this contract if written approval or disapproval has not been given within such period. The COR’s acceptance or revision to the items submitted shall be within the general scope of the work stated in this contract.

E.4 PERFORMANCE IMPROVEMENT PLAN (PIP)

191668: End-Stage Renal Disease Quality Incentive Program (ESRD QIP) Data Validity and Reliability A PIP is a description of the work to be performed by the Contractor to improve its performance and eliminate noted deficiencies. In the event a Contractor fails to meet its contract requirements for acceptability, a PIP may be required. The PIP is developed by the Contractor at the direction of the COR and must be approved by the COR and CO prior to implementation. Each PIP will contain a specified timeframe in which the contractor must correct the noted deficiency.

SECTION F – DELIVERABLES OR PERFORMANCE

F.1 CONTRACT CLAUSES INCORPORATED BY REFERENCE

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 address: https://www.acquisition.gov/

Federal Acquisition Regulation (FAR) Clauses:

52.247-34 F.O.B. DESTINATION (NOV 1991)

F.2 PERIOD OF PERFORMANCE (JAN 2014)

The anticipated period of performance of this contract is as follows:

F.3 SCHEDULE OF DELIVERABLES

The Contractor will provide the services as described in Attachment J.2, Schedule of Deliverables.

F.4 TIME AND PLACE OF DELIVERIES

(a) The deliverables to be furnished must be delivered in accordance with the delivery schedule.

(b) Satisfactory performance of this contract shall be deemed to occur upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, in accordance with the stated delivery schedule.

SECTION G - CONTRACT ADMINISTRATION

G.2 PAYMENTS - INVOICES - Firm Fixed Price Contracts (SEPT 2018)

a. GENERAL: The Contractor shall submit to the Government an invoice for payment in accordance with the instructions below.

b. BANKING CHANGES: The contractor shall notify CMS’ Division of Accounting Operations of all banking and address changes made in SAM via the following email address: CCRChanges@cms.hhs.gov.

c. CONTENT OF INVOICE: FAR 32.905 Payment Documentation and Process, provides the required content for a proper invoice. In addition to the requirements of FAR 32.905, the following items shall also be included on the invoice to be considered proper:

· Line item number (i.e. CLIN/SLIN as applicable)

· Contractor’s DUNS Number;

· Period of performance or delivery date of goods or services provided.

d. INVOICE SUBMISSION: Invoices shall be submitted via email in electronic format as follows:

To…: InvoiceSubmission@cms.hhs.gov

Cc…:Please “Cc…” your respective Contract Specialist (CS) and Contracting Officer’s Representative (COR) as follows:

· Contract Specialist – See. G.3; and

· COR – See G.3.

Subject Line: The email subject line shall contain the following information: Contract Number, Task/Delivery Order Number (if applicable), Invoice Number, and Notification of Final Invoice (if applicable).

PLEASE DO NOT INCLUDE ANY ADDITIONAL INFORMATION IN THE SUBJECT LINE, as doing so may delay internal processing of your invoice for payment.

Attachments: Invoice attachments shall be submitted in .pdf format. Only one invoice shall be attached per email. The first page of the attachment shall be the invoice, followed by any supporting documents as applicable.

e. PAYMENTS: The Government shall make payment of all proper invoices in accordance with the following clauses:

· FAR 52.232-33 Payments by Electronic Funds Transfer – System for Award Management,

· FAR 52.232-1 Payments, and

· FAR 52.212-4 Contract Terms and Conditions – Commercial Items (If applicable)

Payment shall be made upon acceptance by the Contracting Officer’s Representative (COR), if one is appointed, in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval, as appropriate.

Reimbursement for invoices submitted under this contract shall be made not later than 30 calendar days after receipt of a proper invoice from the Contractor requested at the paying office designated above. CMS will make every effort to accelerate payments to small businesses and prime contractors with small business subcontractors

f. INTEREST ON OVERDUE PAYMENT: The Prompt Payment Act, Public Law 97-177 (96 Stat.85.31 U.S.C. 1801) is applicable to payments under this contract and requires the payment of interest on payments made more than 30 calendar days after receipt of a proper invoice by the Division of Accounting Operations.

Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and 5 CFR 1315.

G.3 GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (JUL 2016)

Following are the Government Representatives and their respective roles and responsibilities on this contract:

a. Contracting Officer

As defined in Federal Acquisition Regulation (FAR) 2.101, Definitions, and in accordance with FAR 1.602-1, Authority, “Contracting officers have authority to enter into, administer, and/or terminate contracts and make related determinations and findings.” There is no other authorized representative or any other Administrative Contracting Officer assigned to this contract to carry out a Contracting Officer’s duties, except for technical direction assigned to the Contracting Officer’s Representative, if applicable.

The Contracting Officer is:

Centers for Medicare & Medicaid Services Office of Acquisition & Grants Management Acquisition Support Group Division of Quality Contracts ATTN: Kelley Williams-Vollmer 7500 Security Blvd.

Mail-stop: B3-30-03 Baltimore, MD 21244-1850 Phone: 410-786-8177 Email Address: Kelley.Williams-Vollmer@cms.hhs.gov

b. Contract Specialist

Notwithstanding any of the other provisions of this Contract, the Contract Specialist will assist the Contracting Officer with his/her responsibilities as defined in the FAR.

The Contract Specialist is:

Centers for Medicare & Medicaid Services Office of Acquisition & Grants Management Acquisition Support Group Division of Quality Contracts ATTN: David Jefferson 7500 Security Blvd.

Mail-stop: B3-30-03 Baltimore, MD 21244-1850 Phone: 410-786-3845 Email Address: David.Jefferson@cms.hhs.gov

c. Contracting Officer’s Representative

The Contracting Officer’s Representative (COR), as defined in FAR 2.101, Definitions, is:

Centers for Medicare & Medicaid Services Centre for Clinical Standards and Quality

QIIG

ATTN: TBD

7500 Security Blvd.

Mail-stop: S3-02-01 Baltimore, MD 21244-1850 Phone: TBD Email Address: TBD

In accordance with FAR 1.602-2(d), Responsibilities, the COR’s delegated responsibilities are identified in the Contracting Officer’s appointment memorandum, a copy of which will be furnished to the contractor.

Technical direction must be within the general scope of the work stated in the contract. The term "technical direction" is defined to include, without limitation, the following:

(1) Directions to the Contractor which direct the contract effort, shift work emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish the contractual technical requirements as identified in the Statement of Work or Performance Work Statement; or

(2) Provision of information to the Contractor, which assists in the interpretation of drawings, specifications, or technical portions of the work description.

The COR does not have the authority to:

1. Make changes to contract terms and conditions;

2. Direct the contractor to perform work or make deliveries not specifically required under the contract;

3. Waive or relax the Government’s rights with regard to the Contractor’s compliance with the specifications, price, delivery or any other terms or conditions of the contract;

4. Make any commitments or approve any actions that would create any financial obligation on the part of the Government; or

5. Issue direction that constitutes a “change” as defined in:

FAR 52.243-1, Changes – Fixed Price;

FAR 52.243-2, Changes – Cost Reimbursement;

FAR 52.243-3, Changes – Time and Material and Labor Hour;

FAR 52.243-4, Changes; or, FAR 52.243-5, Changes and Changed Conditions.

All technical direction shall be issued in writing by the COR or, if issued verbally, shall be confirmed in writing by the COR within five (5) business days after issuance.

The Contractor shall proceed promptly with the performance of technical direction duly issued by the COR within the scope of his/her authority.

If, in the opinion of the Contractor, any instruction or direction issued by a Government representative constitutes a change to the contract or constitutes a “Change Order” as defined in FAR 2.101, Definitions, the Contractor shall follow the instructions identified in FAR 52.243-7 Notification of Changes.

G.4 CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (except for invoices), submitted under this contact shall be subject to the following procedures:

a. Technical Correspondence - Technical correspondence (as used herein, this term excludes technical correspondence which proposes or otherwise involves waivers, deviations or modifications to the requirements, terms or conditions of this contract) shall be addressed to the COR with an informational copy of the basic correspondence to the CO.

b. Other Correspondence - All other correspondence shall be addressed to the CO, in duplicate, with an informational copy of the basic correspondence to the COR.

c. Subject Lines - All correspondence shall contain a subject line, commencing with the contract number.

G.5 SUBCONTRACT CONSENT

(a) For the purposes of this contract, consultants are considered subcontractors.

(b) To facilitate the review of a proposed subcontract by the COR and the CO, the Contractor shall submit the information required by the FAR Clause 52.244-2 (OCT 2010) entitled, "Subcontracts" and FAR Clause 52.244-5, “Competition in Subcontracting (DEC 1996) to the CO. The CO shall review the request for subcontract approval and the COR's recommendation and advise the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing. Refer to Section J, Attachment J.3, entitled Consent to Subcontract.

(c) Consent is hereby given to issue the following subcontract(s):

TBD at the time of award, if necessary

G.6 USE OF GOVERNMENT DATA (REPORTS/FILES/COMPUTER TAPES OR DISCS)

Any data given to the Contractor by the Government shall be used only for the performance of the contract unless the CO specifically permits another use, in writing. Should the CO permit the Contractor the use of Government-supplied data for a purpose other than solely for performance of this contract and if such use could result in a commercially viable product, the CO and the Contractor must negotiate a financial benefit to the Government. This benefit should most often be in the form of a reduction in the price of the contract; however, the CO may negotiate any other benefits he/she determines are adequate compensation for the use of these data.

Upon the request of the CO or the expiration date of this contract, whichever shall come first, the Contractor shall, upon instructions from the CO, return or destroy all data given to the Contractor by the Government. However, the CO may direct that the data be retained by the contractor for a specific period of time, which period shall be subject to agreement by the Contractor. Whether the data are returned, retained, or destroyed shall be the decision of the CO with the exception that the Contractor may refuse to retain the data. The Contractor shall retain no data, copies of data, or parts thereof, in any form, when the CO directs that the data be returned or destroyed. If the data are to be destroyed, the Contractor shall directly furnish evidence of such destruction in a form the CO shall determine is adequate.

G.7 DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

a. Data and information either provided to the Contractor, or to any subcontractor or generated by activities under this contract or derived from research or studies supported by this contract, shall be used only for the purposes of the contract. It shall not be duplicated, used or disclosed for any purpose other than the fulfillment of the requirements set forth in this contract. This restriction does not limit the contractor's right to use data or information obtained from a non-restrictive source. Any questions concerning "privileged information" shall be referred to the CO.

b. Some data or information may require special consideration with regard to the timing of its disclosure so that preliminary findings which could create erroneous conclusions are not stimulated. Also, some data or information, which relate to policy matters under consideration by the Government, may also require special consideration with regard to the timing of its disclosure so that the open and vigorous debate, within the government, of possible policy options is not damaged.

c. Any questions about use or release of the data or information or handling of material under this contract shall be referred to the CO who must render a written determination. The CO's determinations will reflect the results of internal coordination with appropriate program and legal officials.

d. Any presentation of any report, statistical or analytical material based on information obtained from this contract shall be subject to review by the COR and higher level approval, if required, before dissemination, publication, or distribution. Presentation includes, but is not limited to, papers, articles, professional publications, speeches, testimony or interviews with public print or broadcast media. This does not apply to information that would be available under the Federal Freedom of Information Act.

e. The COR review shall cover accuracy, content, manner of presentation of the information, and also the protection of the privacy of individuals. If the review finds that the Privacy Act is or may be violated, the release/use of the presentation shall be denied until the offending material is removed or until the CO makes a formal determination, in writing, that the privacy of individuals is not being violated.

f. If the review shows that the accuracy, content, or manner of presentation is not correct or is inappropriate in the light of the purpose of the project, the COR shall immediately inform the Contractor, in writing, of the nature of the problem. If the Contractor disagrees, the COR may insist that the presentation contain, in a manner of equal importance, materials which show the government's problem with the presentation.

g. The Contractor agrees to acknowledge support by CMS whenever reports of projects funding, in whole or in part, by this contract are published in any medium. The Contractor shall include in any publication resulting from work under this contract, an acknowledgement substantially, as follows:

"The analyses upon which this publication is based were performed under Contract Number [ ], entitled, "[ ]," sponsored by the Centers for Medicare & Medicaid Services, Department of Health and Human Services."

Any deviation from the above legend shall be approved, in writing, by the CO.

b. In addition, information and/or data, which are held by the Contractor related to the operation of their business and/or institution and which are obtained without the use of Federal funds, shall be considered “PROPRIETARY DATA” and are not subject data to be delivered under this contract.

G.9 PROPERTY ADMINISTRATION

a. The Contractor is responsible for an annual physical inventory accounting for all government property under this contract. The inventory must be conducted by September 30th and the Form 565 Report of Accountable Personal Property, Attachment J.4, submitted by October 31st of each year.

b. The inventory report shall include all items acquired, furnished, rented or leased under the contract. Employees who conduct the inventories should not be the same individuals who maintain the property records. Following the physical inventory, the Contractor shall prepare an inventory report and submit the report to the CMS Property Administrator at the address:

Centers for Medicare & Medicaid Services OOM, Administrative Services Group Division of Property and Space Management Attn: Tyrone Harris, Sr.

7500 Security Boulevard, M/S SLL-13-12 Baltimore, Maryland 21244-1850

(410) 786-2923

AND

E-mail to the Contract Specialist

c. Commercially leased software is subject to these reporting requirements.

d. The Contractor shall submit a consolidated report of all accountable government property under this contract, including subcontractor inventory information.

e. The final inventory report shall indicate that all items required for continued contract performance are acceptable and free from contamination. Property that is no longer usable or required shall be reported and disposition requested. The final inventory report shall be submitted upon the date of contract expiration.

f. Contractors are expected to provide all equipment, materials, facilities, etc. necessary for performance of this contract. In some instances, an exception may be granted to furnish Government owned property or to authorize purchase with contract funds.

G.10 CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

a. General:

In accordance with Federal Acquisition Regulation (FAR) 42.15, Contractor Performance Information, past performance evaluations shall be prepared at least annually and at the time the work under a contract or task order is completed. Additional interim performance evaluations may be prepared at Contracting Officer discretion, as necessary.

CMS will utilize the Contractor Performance Assessment Reporting System (CPARS), the Government-wide evaluation reporting tool for all past performance reports on contracts and orders, as appropriate. CPARS is a secure Internet website located at https://www.cpars.gov.

b. CPARS Process:

1. CPARS Training: Contractors may obtain CPARS training material and register for on-line training https://www.cpars.gov.

2. Post-Award Contract Registration: CMS is responsible for registering the contract in CPARS within 30 calendar days of contract award. The Contractor shall:

a. Designate at least one (1) point of contact that will be responsible for serving as the Contractor’s Representative (CR). Additional CRs may also be identified; and,

b. Provide the CMS Contract Specialist with the name(s) and email address(es) of the CPARS point(s) of contact.

Once CMS registers the contract in CPARS, the CR(s) will receive an automated CPARS email message that contains User IDs and instructions for creating a password for future past performance evaluation processing.

3. Interim, Annual and Final Past Performance Evaluation Reports:

a. Issuing the Evaluation: Once the CMS Assessing Official (AO) issues an evaluation to the Contractor in CPARS, the CR(s) will receive an email instructing them to login to CPARS to review the evaluation.

b. Contractor Comments: The CR has the option to provide comments on the evaluation, indicate if they concur or do not concur with the evaluation, sign, and then return the evaluation to the AO. The CR has a total of 60 days following the AO’s evaluation signature date to submit comments. If the CR submits comments within the first 14 days following the AO’s signature date and the AO closes the evaluation, the evaluation will become available in Past Performance Information Retrieval System - Report Card (PPIRS-RC) within 1 day.

On day 15 following the AO’s evaluation signature date, the evaluation will become available in PPIRS-RC with or without CR comments and whether or not it has been closed by the AO. If no CR comments have been sent and the evaluation has not been closed, it will be marked as “Pending” in PPIRS-RC.

If the CR sends comments at any time prior to 61 days following the AO’s evaluation signature date, those comments will be reflected in PPIRS-RC within 1 day. On day 61 following the AO’s evaluation signature date, the CR will be “locked out” of the evaluation and may no longer send comments.

G.11 CONTRACTOR WORK PERFORMED OUTSIDE THE US AND ITS TERRITORIES (APR 2016)

To comply with requirements of Homeland Security Presidential Directive -12 (HSPD-12) and Personal Identity Verification (PIV) of Federal Employees and Contractors, CMS must achieve appropriate security assurance for multiple CMS information systems by efficiently verifying the claimed identity of individuals working on the contract. The Contractor and its subcontractor(s) shall not perform any activities under this contract, including the transmission of data or other information, outside of the United States (U.S.) and its Territories without the prior written approval of the Contracting Officer. If work must be performed outside the U.S., the Contractor shall submit a request to the Contracting Officer, in writing, at least 45 calendar days prior to the work beginning.

The Contracting Officer will consider the following factors in making a decision whether to authorize the performance of work outside the U.S. and its Territories:

1. Statement of Work requirements, which are being requested to be completed outside the U.S. and its Territories;

2. Total projected dollar value of the work to be performed outside the U.S.;

3. The desired country/location where the work will be performed;

4. FAR Part 25, Foreign Acquisitions, and all other laws and regulations applicable to the performance of work outside the United States;

5. Whether the contractor and/or its subcontractor(s) have plans in place to adequately protect and secure CMS data, as well as abide by all applicable laws and regulations when work is performed outside of the U.S. and its Territories. Plans shall include -

a. Adequate contract terms regarding system security;

b. Adequate contract terms regarding the confidentiality and privacy requirements for information and data protection;

c. Adequate contract terms that are otherwise relevant, including the requirements of the Statement of Work;

d. The Contractor’s corporate compliance plan and internal policies and procedures designed to prevent and detect violations of applicable law, regulations, rules and ethical standards by employees, agents and others; and,

6. Whether the approval would be in best interests of the United States.

The Contractor’s request for authorization to perform work outside the U.S. shall demonstrate that the performance of the work outside the U.S. satisfies all of the above factors. Contracting Officer approval to perform work outside the U.S. may require additional Statement of Work requirements, additional contract terms and conditions and/or Federal Acquisition Regulation (FAR) clauses to be incorporated into the contract.

G.12 ANNUAL WAGE DETERMINATIONS

Every year, calculated from the anniversary date of the contract, the CO will obtain revised wage determination rate table from the U.S. Department of Labor. The revised wage determination will be incorporated into the contract as Section J, Attachment J.9. The revised wage determination shall be implemented within 45 days of issuance of the modification by CMS.

G.13 TRANSITION FROM INCUMBENT TO SUCCESSOR

a. General

During performance of this contract, should termination or non-renewal of an existing contract occur, CMS may require the incumbent to provide transition services beginning at the earliest mutually agreeable date. During this period, the incumbent shall work with the successor Contractor, CMS staff, as well as other identified CMS Contractors to ensure continued operation of the Program.

Prior to commencement of transition, CMS will request a transition plan from the incumbent Contractor. The Transition Plan shall provide adequate coverage to ensure uninterrupted service to the Program, be effectively and efficiently administered, and be completed within a reasonable timeframe.

The successor and incumbent shall cooperate fully, as directed by the COR, to ensure that all services continue without interruption.

b. Contract Phase-In Services

The successor Contractor shall organize, host, and provide toll-free telecommunication lines for transition meetings. The successor Contractor shall determine who attends the transition meetings, which may include, but is not limited to, the incumbent Contractor, the CMS COR, other CMS personnel, CO, and any other affected stakeholders. During these meetings, attendees may discuss, but are not limited to, the status of the major tasks, issues, deliverables, schedule, delays, problem resolution, and risk mitigation and/or contingencies. The successor Contractor shall use its best efforts to ensure that all transition meetings reflect the coordination and cooperation of all parties.

c. Contract Phase-Out Services

At the end of this contract, if a determination is made to terminate or not renew the incumbent’s contract, the Contractor shall provide similar transition/phase-in/ phase-out support to the successor selected by CMS (refer to Federal Acquisition Regulation 52.237-3 Continuity of Services).

d. Transition Plan

At a minimum, the Transition Plan shall provide the following:

· Detailed methods that will be used to ensure a smooth transition from the incumbent’s operation to sole operation by the successor.

· A milestone chart detailing the time lines and stages of transition from the effective date of contract performance until the Contractor assumes sole responsibility for the Program work.

· Plans to communicate and cooperate with the successor; Transition services will include transfer of Government-Furnished Property (GFP) or Contractor Acquired Property (CAP) (e.g., hardware, software, records/data) from the incumbent to the successor, or to CMS or another CMS Contractor. CMS may elect to require the transition of GFP/CAP as follows:

1. Prior to procurement of an asset, the Contractor shall propose a transition charge to be evaluated and negotiated by the CMS.

2. A successor Contractor or CMS will be afforded the opportunity to acquire incumbent Contractor assets at a reasonable transition charge. All existing assets shall remain installed and usable by CMS through the transition of assets for their replacement by the successor Contractor. In the event a decision is made not to procure the assets, the incumbent Contractor has the responsibility to dispose of the assets as instructed by CMS.

G.14 CONDITIONS FOR PERFORMANCE

In addition to the performance requirements as set forth under Section C, SOW, the contractor is required to comply with the requirements of any revisions in legislation or regulations which may be enacted or implemented during the contract term as they are directly applicable to the performance requirements. Such requirements shall become a part of this contract effort only through the Contracting Officer’s execution of a modification to the contract. The Contracting Officer shall afford the contractor an opportunity to consult and participate in negotiations which may be necessary to effect the contract modification.

G.15 DUPLICATION OF EFFORT

Costs for work to be performed under this contract and any subcontract shall not be duplicative of any costs charged against any other Government contract, subcontract, or other Government source. The contractor shall advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. Any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government and not incidental to any other work, pursuit, research, or purpose of the contractor, whose responsibility it will be to account for it accordingly.

SECTION H SPECIAL CONTRACT REQUIREMENTS

b. Definitions:

Actual COI– means that the COI is currently in existence as determined by the Offeror’s or Contractor’s Compliance Officer and/or as determined by CMS. This form of COI will require avoidance, neutralization or mitigation acceptable to CMS.

Affiliates – As defined in FAR 2.101 means associated business concerns or individual(s) if, directly or indirectly either one controls or can control the other; or a third party controls or can control both.

For purposes of this contract, affiliate control or influence may include, but is not limited to:

(a) Interlocking management or ownership (e.g., individuals serving in similar capacities in several companies);

(b) Identity of interests among family members such as spouse/domestic partner and/or any dependent of the respondent;

(c) Shared facilities and equipment;

(d) Common use of employees; or

(e) A business concern organized just prior to, or immediately following, the release of a solicitation or request for information, which has the same or similar management, ownership, or principal employees as the offeror or Contractor.

Any business, whether or not it is organized for profit or located in the United States or its outlying areas, or person may be found to be an affiliate. Control may be affirmative or negative and it is immaterial whether it is exercised so long as the power to control exists.

Apparent (Perceived) COI – means that the COI on first observation appears to be an actual or potential COI, but may or may not be after analysis. Even if the apparent COI is determined to be non-existent, this perception may still require further explanation.

· Avoidance – means Government action taken in one acquisition that is intended to prevent a COI in that acquisition or in a future action. Methods of avoiding COIs include, but are not limited to: Drafting the statement of work (SOW) to exclude tasks that require Contractors to utilize subjective judgment; or

· Obtaining advice from more than one source on any issue on which there are concerns about an COI so that there is no area in which the Government is relying solely on the advice of any one of the sources; or

· Excluding an offeror from participation in a contract award.

Financial Interests/Relationships – means a healthcare related direct or indirect ownership or investment interest (including an option or non-vested interest) in any entity that exists through equity, debt, or other means and includes any indirect ownership or investment interest no matter how many levels removed from a direct interest.

A financial interest/relationship may arise from the following non-exclusive examples:

(a) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(b) Current or known future arrangements or requirements for which you are defined as an interested party, including, but not limited to, an entity that may create one or more of the three forms of COI;

(c) Consulting relationships, including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation;

(d) Services provided in exchange for honorariums including travel expense reimbursements;

(e) Research funding or other forms of research support;

(f) Healthcare related investment in the form of stock or bond ownership, including healthcare sector investment only mutual funds;

(g) Healthcare business ownership or partnership interests;

(h) Patents, copyrights, and other intellectual property interests;

(i) Seeking or negotiating for prospective employment or business; or

(j) Gifts, including travel.

Mitigation– means action taken by the Contractor to reduce the COI risk to a level acceptable to CMS on a present contract.

Neutralization – means excluding or restricting a Contractor from offering, as a prime or subcontractor, on future contracts while allowing the Contractor to perform on the instant contract. This method protects the Government’s interests in cases where the Contractor’s work on the instant contract could be biased or impaired by virtue of its expectation of future work, or when the Contractor would have an unfair advantage in competing for award of the future work.

Organizational Conflict of Interest – In accordance with FAR 2.101 Definitions, means that because of other activities or relationships with other persons, a person is unable, or potentially unable, to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is, or might be, otherwise impaired, or a person has an unfair competitive advantage.

For purposes of this contract, the conflict of interest definition includes direct or indirect relationships including, but not limited to, the Contractor and its parent company, subsidiaries, affiliates, subcontractors, clients and principals.

Personal Conflicts of Interest – A situation in which a person has a financial interest, personal activity, or relationship that could impair the person’s ability to act impartially and in the best interest of the Government when performing under this contract.

(a) Among the sources of personal conflicts of interest are— (i)Financial interests of the person, spouse/domestic partner and/or any other dependent of the person, as defined for Federal tax purposes;

(ii)Other employment or financial relationships (including seeking or negotiating for prospective employment or business) and,

(iii) Gifts, including travel.

(b) For example, financial interests referred to in paragraph (a)(i) of this definition may arise from—

(iii) Services provided in exchange for honoraria or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Healthcare related investments;

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

Potential COI – means that the COI could become an actual COI due to contingency events and/or as determined by CMS. This form of COI will require avoidance, neutralization or mitigation acceptable to CMS.

Principal – As defined in FAR 52.203-13, Contractor Code of Business Ethics and Conduct, 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).

Three (3) Types of COIs include:

Unequal Access to Information

“Unfair” access to non-public information – Consists of situations in which a firm has access to nonpublic information (including proprietary information and non-public source-selection information) as part of its performance of a Government contract and that information may provide the firm with a competitive advantage in a later competition for a Government contract. In these “unequal access to information” cases, the concern is limited to the risk of the firm gaining an unfair competitive advantage; there is no issue of bias. Note: Incumbency alone does not constitute “unequal access to information.”

c. Significant Potential Conflict of Interest: The Contracting Officer has determined that this contract may involve significant potential COIs.

1. Nature of Potential Conflict: Although not all inclusive, the Contracting Officer has determined that the following activities are considered to be an actual, potential or apparent COI with the work to be performed under this contract. The Contractor shall promptly notify the Contracting Officer of any relationships with any of the following entities:

For the purpose of identifying entities with actual, potential or apparent COIs, at a minimum, the entity is one that-

a) Would review or does review, under the contract, Medicare and/or Medicaid services furnished by a provider or supplier that is a direct competitor of the Contractor; or

b) Prepared work or is under contract to…