PEO_IDIQ_Special_Notice_Attachment_2_-_Draft_Solicitation.doc

Provider Enrollment and Oversight (PEO)

75FCMC18R0014

TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

DESCRIPTION OF SERVICES

HYPERLINK \l "_B.2_TYPE_OF"

B.2

TASK ORDER AWARDS

HYPERLINK \l "_B.34_INCREMENTAL_FUNDING"

B.3

GUARANTEED MINIMUMS & ESTIMATED MAXIMUMS

B.4

DETERMINATION OF ORDER TYPE/PRICES/COSTS

B.5

SCHEDULE OF SERVICES

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1

STATEMENT OF WORK

SECTION D - PACKAGING AND MARKING

D.1

DELIVERABLES

SECTION E - INSPECTION AND ACCEPTANCE

E.1

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (1998)

SECTION F - DELIVERIES OR PERFORMANCE

F.1

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

F.2

PERIOD OF PERFORMANCE (JAN 2014)

F.3

ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

SECTION G - CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING AND APPROPRIATION DATA

G.2

INDIRECT COST RATES (SEP 2014)

G.3

PAYMENTS – INVOICES – FIRM FIXED PRICE CONTRACTS (OCT 2015)

G.4

PAYMENTS – VOUCHERS - COST REIMBURSEMENT CONTRACTS (OCT 2015)

G.5

GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (JUL 2016)

G.6

HHSAR 352.242-70 KEY PERSONNEL (DEC 2015)

G.7

SUBCONTRACT CONSENT

G.8 SUBCONTRACTING REPORTING (Only for Large Businesses) G.9

SUBCONTRACTING PROGRAM FOR SMALL AND DISADVANTAGED BUSINESSES

HYPERLINK \l "_G.15_USE_OF"

G.10

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

HYPERLINK \l "_G.16__"

G.11

DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

G.12

DATA TO BE DELIVERED

G.13

PROPERTY ADMINISTRATION

G.14

CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

G.15 CONTRACTOR WORK PERFORMED OUTSIDE THE UNITED STATES AND ITS TERRITORIES (APR 2016)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1

BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE (DEC 2015)

H.2

HIPAA BUSINESS ASSOCIATE CLAUSE (OCT 2014)

H.3

OPEN GOVERNMENT PROACTIVE PREDISCLOSURE NOTIFICATION (OCT 2013)

H.4

CONTRACT RENEWAL

H.5

REPORTABLE EVENTS

H.6

DISCLOSURE OF INFORMATION

H.7

SYSTEMS OF RECORDS

H.8

EMPLOYMENT OF CMS PERSONNEL RESTRICTED

H.9

APPROVAL OF CONTRACT ACQUIRED INFORMATION TECHNOLOGY (IT)

H.10

CMS SECURITY CLAUSE

H.11

ON-BOARDING/OFF-BOARDING PROCEDURES

H.12

CMS INFORMATION SECURITY (APR 2013)

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS (HHSAR) CLAUSES INCORPORATED BY REFERENCE I.3

FAR 52.216-18 ORDERING (OCT 1995)

I.4

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

I.5

FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.6

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.7

FAR 52.219-13 NOTICE TO SET-ASIDE OF ORDERS (NOV 2011)

I.8 FAR 52.219-17 SECTION 8(a) AWARD (JAN 2017)

I.9 FAR 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (JAN 2017)

I.10

FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

I.11

FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

I.12

FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

I.13

FAR 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

I.14

HHSAR 352.224-71 CONFIDENTIAL INFORMATION (DEC 2015)

I.15

HHSAR 352.239-74 ELECTRONIC INFORMATION AND TECHNOLOGY ACCESSIBILITY (DEC 2015)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS AND EXHIBITS

TBD

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

K.1

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

K.2

FINANCIAL INFORMATION

K.3

FAR 52.204-20 PREDECESSOR OF OFFEROR (JUL 2016)

K.4

FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K.5

FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

K.6

FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

K.7 FAR 52.225-20 PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS IN SUDAN – CERTIFICATION (AUG 2009) K.8

FAR 52.230-1 COST ACCOUNTTING STANDARDS NOTICES AND CERTIFICATIONS (OCT 2015)

K.9

FAR 52.230-7 PROPOSAL DISCLOSURE – COST ACCOUNTING PRACTICE CHANGES (APR 2005)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS (HHSAR) PROVISIONS INCORPORATED BY REFERENCE

L.3

FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

L.4

FAR 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.5

GENERAL INSTRUCTIONS AND INFORMATION

L.6

SUBMISSION OF QUESTIONS AND NOTICE OF INTENT

L.7

PROPOSAL DUE DATE AND SUIBMISSION OF PROPOSALS

L.8

PROPOSAL CLARITY

L.9

RESTRICTIONS ON DISCLOSURE AND USE OF PROPOSAL

L.10

PREAWARD / POSTAWARD DEBRIEFINGS

L.11

EXCEPTIONS OR ASSUMPTIONS TO TERMS AND CONDITIONS

L.12

PROPOSAL INSTRUCTIONS

L.13

VOLUME I – CONTRACT DOCUMENTATION

L.14

VOLUME II – IDIQ TECHNICAL PROPOSAL

L.15

VOLUME III – MA IDIQ SAMPLE TASK ORDER BUSINESS PROPOSAL

L.16 BUSINESS ETHICS, CONFLICTS OF INTEREST AND COMPLIANCE PROPOSAL SUBMISSION INSTRUCTIONS

SECTION M - EVALUATION FACTORS FOR AWARD

M.1

CLAUSES INCORPORATED BY REFERENCE

M.2

ELIGIBILITY FOR AWARD

M.3

COMPETITIVE RANGE DETERMINATION AND DISCUSSIONS

M.4

BASIS FOR CONTRACT AWARD

M.5

VOLUME I – CONTRACT DOCUMENTATION

M.6

VOLUME II – MA IDIQ TECHNICAL EVALUATION FACTORS

M.7

CONFLICT OF INTEREST EVALUATION FACTORS FOR AWARD (OCT 2015)

M.8

VOLUME III – IDIQ SAMPLE TASK ORDER BUSINESS PROPOSAL

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

DESCRIPTION OF SERVICES

This is a Multiple Award Indefinite-Delivery Indefinite-Quantity (MA IDIQ) contract which will be awarded in support of the Centers for Medicare and Medicaid Services’ (CMS) provider enrollment and oversight efforts. The Provider Enrollment and Oversight (PEO) contractors shall provide and furnish the necessary and qualified personnel, facilities, equipment, materials, and supplies not otherwise provided by the Government, as needed to perform the requirements set forth in the IDIQ Statement of Work (SOW), Section J, Attachment J.1.

B.2

TASK ORDER AWARDS

This is a Multiple Award Indefinite Delivery Indefinite Quantity (MA IDIQ) Contract in which task orders will be competed among the IDIQ holders. Ordering procedures are provided at Attachment J.4.

The predominance of task orders anticipated to be awarded under this MA IDIQ will be a mixture of Cost Reimbursement (CR) and Firm-Fixed Price (FFP). If the Offeror does not have an accounting system that is deemed adequate for determining costs applicable to the contract (FAR 16.301-3) and for accumulating and segregating costs under a CR contract, it will not be eligible for award of CR type task orders. This requirement extends to subcontractors who are anticipated to have CR contracting arrangements including Time and Materials type contracts.

B.3

GUARANTEED MINIMUMS & ESTIMATED MAXIMUMS

During the contract period of performance, inclusive of any contract renewal periods, the Government shall place orders totaling a:

Minimum of $20,000 (inclusive of all costs and fees); and

Maximum amount not to exceed $2,500,000,000 (inclusive of all costs and fees).

The Government reserves the right to increase the maximum amount in the event that the maximum amount is reached prior to the end of the period of performance.

B.4

DETERMINATION OF ORDER TYPE/PRICES/COSTS

To be determined on individual task orders B.5

SCHEDULE OF SERVICES

(END OF SECTION B)

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1

STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government, as needed to perform the Statement of Work (SOW) as identified in Section J, Attachment J.1, entitled “PEO IDIQ SOW”, which is attached and made a part of this solicitation.

(END OF SECTION C)

SECTION D – PACKAGING AND MARKING

D.1

DELIVERABLES

All deliverables required under this contract shall be packaged, marked and shipped in accordance with the IDIQ SOW, and any additional requirements set forth in individual Task Orders.

(END OF SECTION D)

ASECTION E – INSPECTION AND ACCEPTANCE

E.1

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acquisition.gov/far/ The following clauses apply to firm fixed price task orders:

The following clauses apply to cost reimbursement task orders:

(END OF SECTION E)

SECTION F – DELIVERIES OR PERFORMANCE

F.1

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

The following clauses apply to all task orders:

The following clauses apply to cost reimbursement task orders:

The following clauses apply to firm fixed price task orders:

F.2

PERIOD OF PERFORMANCE (JAN 2014)

The base period of performance of this contract is TBD through TBD (Estimated 5 year period).

This contract includes the following Option Periods:

F.3

ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

The Contractor shall furnish the items required under this contract in accordance with the reporting instructions and delivery schedule set forth in Section J.1, PEO IDIQ SOW, Appendix A, Deliverables and individual Task Orders.

(END OF SECTION F)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING AND APPROPRIATION DATA

G.2 INDIRECT COST RATES (SEP 2014) (applicable to Cost Reimbursement Task Orders)

a. INDIRECT COST BILLING, CEILING and FINAL RATES (To be completed at time of award):

1. Billing Rates:

i. Federal Acquisition Regulation (FAR) 52.216-7(e) Billing rates, states, “Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established.

These billing rates—

(1) Shall be the anticipated final rates; and,

(2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment.”

Therefore, the Government shall reimburse the Contractor at the established Billing Rates, as established by the Cognizant Federal Agency (CFA) or cognizant auditor. Any change(s) to the Billing Rate(s) established, shall be approved by the CFA or cognizant auditor. In the event the Billing Rate(s) exceed any Ceiling Rate(s) established in G.4.a.2. below, the Government shall reimburse the Contractor at the Ceiling Rate(s).

ii. Interim Billing Rates: In the event that the Contractor does not have Contracting Officer or authorized representative (cognizant auditor) established Billing Rates, the following Interim Billing Rates apply to this contract:

INTERIM BILLING RATES:

Fringe

(Ceiling NA)

Rates are applied to the following rate base(s):

a.

Fringe rate is applied to … b.

Overhead rate is applied to… c.

G&A rate is applied to…

The above rates shall be used for reimbursement on contractor billings, pending review of a well-supported Billing Rate proposal, which is required to be submitted to the mailbox identified below, by the Contractor within six (6) months of contract award. The proposal shall be based upon at least four (4) months of actual costs and estimated costs for the current fiscal year and out-years of this contract. If you have prior year actuals, submit at least two (2) years, if available.

For information about the proposal submission, refer to “Information for Contractors” at http://www.DCAA.Mil/Audit_Process_Overview.html.

CMS, or another CFA official or cognizant auditor, shall review the proposed rates in accordance with FAR 52.216-7(e) and FAR 42.704 Billing rates, to establish Billing rates for the current fiscal year and to provide current recommendations on the out-year rates. After receiving the established CFA or cognizant auditor Billing Rate Agreement, the Interim Billing Rates no longer apply.

Submit Billing Rate Proposals to:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

2. Indirect Cost Ceiling Rate(s):

a) Indirect Cost Ceiling Rate(s) established (as applicable) for this contract are in accordance with FAR 42.707, Cost Sharing Rates and Limitations on Indirect Cost Rates, and are as indicated below in the chart.

INDIRECT COST “CEILING” RATES

Overhead

(a)

G&A

(b)

Other

(c)

Overhead

(a)

G&A

(b)

Other

(c)

Overhead

(a)

G&A

(b)

Other

(c)

Overhead

(a)

G&A

(b)

Other

(c)

Rates are applied to the following rate/allocation base(s):

Rate/Allocation Base a.

Overhead rate is applied to …TBD

Rate/Allocation Base b.

G&A rate is applied to…TBD

b) When a ceiling rate(s) is/are established -

(1) The Government will not be obligated to pay any additional amount, should the final indirect cost rate(s) exceed the negotiated ceiling rate(s).

(2) In the event a final indirect cost rate is less than the negotiated ceiling rate, costs will be reimbursed at the final indirect cost rate.

3. Final Indirect Cost Rates: Pursuant to the provisions of FAR 52.216-7, Allowable Cost and Payment, the allowable Indirect Costs under this contract shall be obtained by applying the CFA approved Final Indirect Cost Rate(s) or the Ceiling Rate(s) (whichever are lower) to the appropriate cost base.

b. INDIRECT COST RATE (ICR) PROPOSAL: Pursuant to FAR 52.216-7, Allowable Cost and Payment, paragraph (d)(2), Final indirect cost rates, the Contractor shall submit an adequate final annual Indirect Cost Rate proposal within the 6-month period following the expiration of each of its fiscal years.

FAR 42.003(a) provides that the CFA, “…normally will be the agency with the largest dollar amount of negotiated contracts, including options.” FAR 42.703-1 further provides that a single agency shall be responsible for establishing final indirect cost rates for each business unit. This single agency is the CFA and may be DHHS, a delegated component of DHHS or another Federal Agency.

The Contractor shall submit its certified annual Indirect Cost Rate proposal to the following (both CMS and the CFA) as identified below:

CMS:

Electronic proposals shall be submitted in MS Word and Excel formats, with .pdf signed Certification, to (Do not .pdf the entire proposal):

Centers for Medicare & Medicaid Services

Office of Acquisition & Grants Management

Acquisition Business & Services Group

Division of Financial Services at -

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

AND

COGNIZANT FEDERAL AGENCY:

Any questions about CFA responsibilities may be submitted to the OAGM, ABSG, Division of Financial Services at:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov.

G.3

PAYMENTS – INVOICES - FIRM FIXED PRICE CONTRACTS (OCT 2015)

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

b. METHOD OF PAYMENT: CMS shall only make an electronic payment of invoices in accordance with FAR 52.232-33, Payments by Electronic Funds Transfer – System for Award Management. In order to receive payments, the contractor shall register in the System for Award Management (SAM) database, in accordance with FAR 52.204-7, System for Award Management.

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

d. CONTENT OF INVOICE - Invoices shall include, at a minimum:

· Contractor’s name and address;

· Contractor’s Tax Identification Number (TIN);

· Contractor’s DUNS Number;

· Invoice date;

· Invoice Number to include the designation of the Contract Payment Category Type as follows:

· Contract Payment Category Type I, II, IV (TBD upon award)

INVOICE/VOUCHER REVIEW/APPROVAL PROCESSING TIME FRAMES

Contract Payment Category Types ($ = Total Contract Value)

Days = Calendar Days

(No $ Limit)

(Small Businesses)

Not-to-Exceed 30 Days 15 Days

Not-to-Exceed 30 Days

Not-to-Exceed 30 Days

Not-to-Exceed

30 Days

· Contract and Order Number, as applicable;

· Contract line item number and/or Subcontract line item number;

· Description, quantity, unit of measure, unit price and extended price of the items actually delivered or services rendered;

· Shipping and payment terms;

· Terms of any discount for prompt payment offered;

· Other substantiating documentation or information as required by the contract;

· Name, title, phone number and complete mailing address of responsible official to whom payment is to be sent;

· Name, title, phone number of person to be notified in the event of a defective invoice; and,

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

e. MAILINGS: Invoices shall be submitted as follows:

1. ELECTRONIC MAIL: The contractor shall submit an electronic copy of the invoice to both of the following individuals:

· Contract Specialist – xxxx.xxxxx@cms.hhs.gov; and

· COR - xxxx.xxxxx@CMS.HHS.Gov.

2. REGULAR MAIL: An original hard copy shall be submitted to the address below:

Department of Health & Human Services

Centers for Medicare & Medicaid Services

OFM/Division of Accounting Operations

P.O. Box 7520

Baltimore, MD 21207-0520

3. OVERNIGHT MAIL: If the contractor chooses to use an overnight mail carrier, the original hard copy of the invoice shall be submitted to the address below:

Department of Health & Human Services

Centers for Medicare & Medicaid Services

OFM/Division of Accounting Operations

7500 Security Boulevard/Mailstop: C3-11-03

Baltimore, MD 21244-1850

f. PAYMENTS: The Government shall make payment of all invoices in accordance with

· FAR 52.232-1 Payments, and

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

Upon acceptance by the Contracting Officer’s Representative (COR) 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 thirty (30) calendar days after receipt of an acceptable invoice from the Contractor in the copies requested at the paying office designated above. Any discrepancies determined as a result of the audit could delay the processing of the invoice and may result in the invoice being returned to the Contractor for corrections.

g. 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 an 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 Office of Management and Budget Circular A-125.

G.4

PAYMENTS – VOUCHERS - COST REIMBURSEMENT CONTRACTS (OCT 2015)

a. GENERAL: The Contractor may submit to the Government a voucher or Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, for payment in accordance with the instructions below.

b. METHOD OF PAYMENT: CMS shall only make an electronic payment for reimbursement of voucher submissions in accordance with FAR 52.232-33, Payments by Electronic Funds Transfer – System for Award Management. In order to receive payments, the contractor shall register in the System for Award Management (SAM) database, in accordance with FAR 52.204-7, System for Award Management.

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

d. CONTENT OF VOUCHER - Vouchers shall include, at a minimum:

· Contractor’s name and address

· Contractor’s Tax Identification Number (TIN)

· Contractor’s DUNS Number

· Voucher Number to include the designation of the Contract Payment Category Type as follows:

· Contract Payment Category Type I, II, IV (TBD upon award)

INVOICE/VOUCHER REVIEW/APPROVAL PROCESSING TIME FRAMES

Contract Payment Category Types ($ = Total Contract Value)

Days = Calendar Days

(No $ Limit)

(Small Businesses)

Not-to-Exceed 30 Days 15 Days

Not-to-Exceed 30 Days

Not-to-Exceed 30 Days

Not-to-Exceed

30 Days

· Contract and Order Number, as applicable;

· Contract line item number and/or Subcontract line item number;

· Description, quantity, unit of measure, unit price and extended price/cost of the items actually delivered or services rendered, i.e., Labor category and labor hours x labor rate = total direct labor dollars, subcontractor costs, travel, other direct costs, overhead rate(s), etc.;

· Shipping and payment terms;

· Terms of any discount for prompt payment offered;

· Other substantiating documentation or information as required by the contract;

· Name, title, phone number and complete mailing address of responsible official to whom payment is to be sent;

· Name, title, phone number of person to be notified in the event of a defective voucher; and,

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

e. MAILINGS: Vouchers shall be submitted as follows:

1. ELECTRONIC MAIL: The contractor shall submit an electronic copy of the voucher to both of the following individuals:

· Contract Specialist – xxxx.xxxxx@cms.hhs.gov; and

· COR - xxxx.xxxxx@CMS.HHS.Gov.

2. REGULAR MAIL: An Original hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services

Centers for Medicare & Medicaid Services

OFM/Division of Accounting Operations

P.O. Box 7520

Baltimore, MD 21207-0520

3. OVERNIGHT MAIL: If the contractor chooses to use an overnight mail carrier, the original hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services

Centers for Medicare & Medicaid Services

OFM/Division of Accounting Operations

7500 Security Boulevard/Mailstop: C3-11-03

Baltimore, MD 21244-1850

f. PAYMENTS: The Government shall make provisional payments on all vouchers (pending the completion of a final audit of the Contractor's cost records) in accordance with:

· FAR 52.216-7, Allowable Cost and Payment, and

· FAR 52.232-1, Payments, and upon acceptance by the Contracting Officer’s Representative (COR) of the required supplies/services in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval.

Reimbursement for vouchers submitted under this contract shall be made not later than thirty (30) calendar days after receipt of an acceptable voucher from the Contractor requested at the paying office designated above. Any discrepancies determined as a result of the audit could delay the processing of the voucher and may result in the voucher being returned to the Contractor for corrections.

g. 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 an voucher 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 Part 1315.

G.5

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

Acqusition Support Group Division of Program Integrity and Financial Management Contracts

ATTN: TBD

7500 Security Blvd.

Mail-stop: <insert the CO’s mailstop>

Baltimore, MD 21244-1850

Phone:

410-786-XXXX <Insert phone number> Email Address: <Insert email address>

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

Acqusition Support Group Division of Program Integrity and Financial Management Contracts

ATTN: TBD

7500 Security Blvd.

Mail-stop: <Insert the CS’s mailstop>

Baltimore, MD 21244-1850 Phone:

410-786-XXXX <Insert phone number> Email Address:<Insert email address>

c. Contracting Officer’s Representative

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

Centers for Medicare & Medicaid Services

Office of Acquisition & Grants Management

Provider Enrollment and Oversight Group Division of <Insert Division>

ATTN: TBD

7500 Security Blvd.

Mail-stop: <Insert the COR’s mailstop>

Baltimore, MD 21244-1850

Phone:

410-786-XXXX <Insert phone number> Email Address: <Insert email address>

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 52.243-4, 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.6 HHSAR 352.237-75 KEY PERSONNEL (DEC 2015) tc "H.2 352.270-5 Key personnel. (APR 1984) " \l 2 The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

The following individuals are considered “key” under this contract:

* Key Personnel will be denoted at the task order level for this effort.

G.7

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 FAR 52.244-2, Subcontracts, and FAR 52.244-5, Competition in Subcontracting, 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.

c.

Contractor is required to submit a completed Consent to Subcontract form for the following:

1.

All cost reimbursement, time and materials, labor hour subcontracts;

Proof of an acceptable or adequate accounting system shall be provided as part of the contractor’s request for consent.

2.

Fixed Price subcontracts over $150,000 or 5% of the total estimated cost of the contract; or

3.

Any persons possessing special knowledge or skill(s) that may be combined with extensive operational experience, thereby enabling them to provide information, opinions, advice, or recommendations to enhance understanding of complex issues or to improve the quality and timeliness of policy development or decision making and whose fully loaded hourly rate exceeds $150/hr., $200/hr. for Medical doctors / Physicians.

d.

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

e.

Each Task Order will require separate subcontractor consent. Approved subcontractors at the Task Order level will be listed in the individual Task Order.

f.

The Contractor shall follow the appropriate procedures established in the Federal Acquisition Regulation (FAR) when requesting Contracting Officer consent to subcontract for Consultants and/or other subcontracts (see FAR 52.244-2, 52-244-5, and 52.244-6).

G.8 SUBCONTRACTING REPORTING (Only for Large Businesses)

The Contractor shall report all subcontract awards to small, small disadvantaged, women-owned, HUBZones, veteran owned small businesses, and service-disabled veteran-owned small business concerns. The reports shall be prepared using the electronic Subcontracting Reporting System (eSRS) via the internet at http://www.esrs.gov. The Individual Subcontracting Report (ISR), formerly SF294, shall be submitted semi-annually for the periods of October 1 through March 31 and April 1 through September 30. The Summary Subcontracting Report (SSR), formerly, SF 295 shall be submitted annually for the period of October 1 through September 30.

The report(s) shall be delivered not more than thirty (30) calendar days following the close of each period covered.

G.9

SUBCONTRACTING PROGRAM FOR SMALL AND DISADVANTAGED BUSINESSES

In accordance with FAR 19.704, Subcontracting Plan Requirements, the subcontracting plan submitted for work under this contract with small, small disadvantaged, woman-owned, HUBZone, veteran owned small businesses, and service-disabled veteran-owned small business concerns, shall be approved by the Contracting Officer and incorporated as part of this contract. Contractors should strive to achieve the following Department of Health and Human Services minimum small business utilization goals when developing its small business subcontracting plan:

Small Business (Overall) 33%

Small Disadvantaged Business 5%

Women-Owned Small Business 5%

HUBZone 3% Veteran-Owned Small Businesses 3%

Service Disabled Veteran Owned Small Business 3%

G.10

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 Contracting Officer specifically permits another use, in writing. Should the Contracting Officer 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 Contracting Officer 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 Contracting Officer may negotiate any other benefits he/she determines are adequate compensation for the use of these data.

Upon the request of the Contracting Officer or the expiration date of this contract, whichever shall come first, the contractor shall, upon instructions from the Contracting Officer, return or destroy all data given to the contractor by the Government. However, the Contracting Officer 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 Contracting Officer 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 Contracting Officer 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 Contracting Officer shall determine is adequate. In absence of direction from the CO, the Contractor shall assume data will need to be returned to the Government.

G.11

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 Contracting Officer.

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 disclosed. 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 Contracting Officer who must render a written determination. The Contracting Officer's determinations will reflect the results of internal coordination with appropriate program and legal officials.

d.

Written advance notice of at least forty-five (45) days shall be provided to the Contracting Officer of the Contractor's desire to release findings of studies or research or data or information described above. If the Contractor disagrees with the Contracting Officer's determination, and if this disagreement cannot be settled by the Contractor and the Contracting Officer in a mutually satisfactory manner, then the issue will be settled pursuant to the "Disputes" clause.

e.

Any presentation of any report, statistical or analytical material based on information obtained from this contract shall be subject to review by the COR 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 made available under the Federal Freedom of Information Act.

f.

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 Contracting Officer makes a formal determination, in writing, that the privacy of individuals is not being violated.

g.

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.

h.

The Contractor agrees to acknowledge support by CMS whenever reports of project funding levels, 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 and Medicaid Services, Department of Health and Human Services."

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

G.12

DATA TO BE DELIVERED

a.

Any working papers, interim reports, data given by the Government or first produced by the Contractor under the contract or collected or otherwise obtained by the Contractor under the contract, or results obtained or developed by the Contractor (subcontractor or consultants) pursuant to the fulfillment of this contract are to be delivered, documented, and formatted as directed by the Contracting Officer.

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.13

PROPERTY ADMINISTRATION

a. General:

The CMS Contract Property Administrator, Property and Distribution Management Section, Division of General Services, 7500 Security Blvd., Baltimore, Md. 21244, is hereby designated the property administration function for this contract. The Contractor agrees to furnish information regarding Government Property to the Property Administrator in the manner and to the extent required by the Property Administrator, his duly designated successors, and in accordance with FAR Part 45 and DHHS Manual entitled, Contractor's Guide for Control of Government Property, (2007).

If equipment is procured in order to provide services, CMS will retain title to the equipment. CMS must be notified as part of the itemized billing arrangement if there is an equipment acquisition, included in the cost of the contract.

All original tapes, video, CD ROM(s), manual, brochures, pamphlets shall remain the property of the CMS. The contractor shall provide to CMS all final, complete and editable web-based training course files.

b.

Notice of Non-Allowability of Costs for General Purpose Office Equipment:

General Purpose Office Equipment (GPOE) means those equipment’s normally found in a business office such as desks, chairs, typewriters, calculators, file cabinets, etc., that are obtainable in the open market.

Contractors are expected to have the necessary facilities to perform the requirements of this solicitation/contract. This includes any GPOE necessary to perform the requirements herein.

Notwithstanding the "Allowable Cost and Payment" clause of this contract, costs for the acquisition of GPOE shall not be considered as an allowable direct charge to this contract.

G.14

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 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:

i. 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,

ii. 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:

i. 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.

ii. 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.15 CONTRACTOR WORK PERFORMED OUTSIDE THE UNITED STATES 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.

(END OF SECTION G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1

BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE

(DEC 2015)

a. General: It is imperative that the Contractor and the services provided under this contract be free, to the greatest extent possible, of all Organizational and Personal Conflicts of Interest. In this clause, all references to Organizational and/or Personal Conflicts of Interests will be referred to individually or collectively, as the text justifies, as Conflicts of Interest (COI). Except as provided below, the Contracting Officer shall not maintain a contract with a Contractor that the Contracting Officer determines has, or has the potential for, an unresolved COI. However, in accordance with FAR 9.503 Waiver, the Contracting Officer may contract with a Contractor that has an unresolved COI if the Contracting Officer determines that it is in the best interest of the Government to do so.

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…