Attachment_J.2-G_TO_0001_Task_Order_Terms_and_Conditions.docx

Attachment J.2-G Task Order Terms and Conditions

BFCC NCORC TO 0001

NOTE: Only those contract sections which differ from the Umbrella IDIQ contract terms and conditions, or provide more detailed information specific to this particular Task Order, are provided below. For those contract sections not identified below, all terms and conditions of the Umbrella IDIQ contract remain in effect.

SECTION B - SUPPLIES OR SERVICES PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

The Centers for Medicare & Medicaid Services (CMS) requires expert healthcare quality improvement (QI) services to establish a National Coordinating & Oversight Review Center (NCORC) to support the Beneficiary and Family Centered Care (BFCC) provisions of the Medicare Quality Improvement Organization (QIO) Program. This Task Order (TO) is issued under the terms and conditions of the BFCC-QIO Indefinite Delivery/Indefinite Quantity (IDIQ) contract. Independently, and not as an agent of the Government (except if noted herein), the BFCC-NCORC shall furnish all the necessary services, qualified personnel, material, equipment, and workspace facilities, not otherwise provided by the Government, as needed to perform the requirements of this TO.

B.2 TYPE OF TASK ORDER

This is a Cost-Plus-Fixed-Fee (CPFF) task order. The total estimated cost of this task order is $TBD. The total fixed fee is $TBD. Total estimated cost plus fixed fee is $TBD.

B.5 FIXED FEE PAYMENT SCHEDULE (COST REIMBURSEMENT TASK ORDERS)

Payment of fixed fee shall be made in accordance with the schedule provided below. As authorized under FAR 52.216-8, after payment of 85% of these fixed fees, CMS may elect to withhold 15% or $100,000 (whichever is less).

FINAL payment (15% Withholding of Fixed Fee, not-to-exceed $100,000), less any adjustments found as a result of the final audit, will be paid upon completion of the contract closeout audit.

The contractor shall voucher for payment in accordance with the instructions provided in Section G.2 of the base IDIQ contract.

SECTION C – STATEMENT OF WORK/SERVICES

Statement of Work (For Proposal Purposes, please refer back to Attachment J.2-A)

SECTION F - DELIVERIES OR PERFORMANCE

F.2 PERIOD OF PERFORMANCE (JAN 2014)

The period of performance for this task order is as follows:

May 8, 2019 through February 7, 2024

F.3 SCHEDULE OF DELIVERABLES

The deliverables to be furnished must be delivered in accordance with the delivery schedule as specified in Attachment J.2-B.

Satisfactory performance under this task order 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.

All deliverables shall be in compliance with the requirements of Section 508 (Rehabilitation Act).

SECTION G - CONTRACT ADMINISTRATION DATA

Accounting and Appropriation Data shall be included on each invoice/voucher.

G.2 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 TBD upon award

· Contract and Order Number, as applicable;

· Contract line item number (CLIN) and/or Subcontract line item number (SLIN);

· 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.;

· Travel Costs (Including Foreign Travel): The Contractor shall be reimbursed for travel costs in accordance with FAR 31.205-46 Travel Costs.

· Per Diem: Expenses for subsistence and lodging shall be reimbursed to the Contractor only to the extent where overnight stay is necessary for performance under this contract. Incurred costs shall be considered to be reasonable and allowable only to the extent that they do not exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations. See FAR 31.205-46(2).

· Cost of Materials: The cost of materials furnished or used under this contract shall be reimbursed in accordance with paragraph (b) of the clause entitled Allowable Costs (FAR 52.216-7) for cost reimbursement contracts and FAR 31.205-26 Material Costs. Expendable material costs for items such as office supplies, report paper, etc., and tools of the trade shall be considered to be included in the contractor's indirect cost pools. The Contractor shall be required to support all material costs claimed.

· Direct Charge Relocation Costs: In accordance with FAR 31.205-35 Relocation Costs, relocation costs either directly charged or included in the contractor's indirect cost pools, associated with an individual not completing a term of service equal to one year working under this contract, shall be an unallowable cost under this contract.

· 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 notified in the event of a defective voucher;

· Period of performance for delivery date of goods or services provided; and

· Information contained in Section G.1.

· Standard Form (SF) 1034, Public Voucher for Purchases and Services Other than Personal;

· The SF 1034 shall clearly document costs invoiced under multiple CAN numbers. Each CAN and the respective CAN billed amount shall be clearly delineated.

· CMS Revised Form 719, Quality Improvement Organization Contract Activity and Voucher;

· CMS Form 618, Quality Improvement Organization Voucher Certification;

· Any additional supporting documentation

· Monthly fixed fee clearly and separately identified on the voucher;

· At a minimum, the following additional supporting documentation must be supplied with the monthly invoice:

· A listing of the total direct employee costs charged to the invoice per employee including the hours charged the rate per employee and the total cost per employee.

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 – listed in section G.5 of the task order; and

· COR – listed in section G.5 of the task order.

AND

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 & 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 Office of Management and Budget Circular A-125.

G.5 GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (JUL 2016)

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

1. 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: TBD

7500 Security Blvd.

Mail-stop: B3-30-03 Baltimore, MD 21244-1850

Phone: TBD Email Address: TBD

1. 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: TBD

7500 Security Blvd.

Mail-stop: B3-30-03 Baltimore, MD 21244-1850

Phone: TBD Email Address: TBD

1. Contracting Officer’s Representative

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

Centers for Medicare & Medicaid Services Quality Improvement and Innovation Group Division of Beneficiary Healthcare Improvement and Safety

ATTN: TBD

7500 Security Blvd.

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:

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 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;

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

1. 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;

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

1. 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.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. Refer to Attachment J.10, Consent to Subcontract form. 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;

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 $125/hr., $175/hr. for Medical doctors / Physicians.

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

TBD

G.20 ANNUAL WAGE DETERMINATIONS

Wage Determination is incorporated, as appropriate, as Attachment J.13.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.3 KEY PERSONNEL HHSAR 352.237-75 (DEC 2015)

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). All proposed substitutions must have qualifications equal to or greater than the person being replaced. 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 personnel under this contract:

SECTION I - CONTRACT CLAUSES

I.11 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES FAR 52.222-42 (MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination