amendment_0001_75FCMC18R0046.pdf

(x)

75FCMC18R0046

x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

ASG - DPIFMC

BALTIMORE MD 21244-1850

7500 SECURITY BLVD., MS: B3-30-03

CMS,OAGM,ASG,DPIFMC

10/29/20180001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

10/01/2018

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

75FCMC18R0046 is hereby amended as follows:

1. Page 4 Section J "LIST OF ATTACHMENTS AND EXHIBITS" is hereby updated to incorporate exhibit "E.7 Consent to Subcontract" to the solicitation package and;

2. Page 53 Section J "LIST OF ATTACHMENTS AND EXHIBITS" is hereby updated to incorporate exhibit "E.7 Consent to Subcontract" to the solicitation package.

Continued ...

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Michael Connors

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 77

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

75FCMC18R0046/0001

All other terms and conditions of the solicitation remain unchanged.

End of Amendment.

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Description of Services B.2 Type of Contract B.3 Schedule of Services B.4 Payment Milestone Schedule

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

SECTION D - PACKAGING AND MARKING

D.1 Packaging and Marking

SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) E.2 Inspection and Acceptance E.3 Acceptance by the Contracting Officer’s Representative (COR)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 FAR 52.252-2 Contract 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 Payments – Invoices – Firm Fixed Price Contracts (Sept 2018) G.3 Government Representatives and Responsibilities (Jul 2016) G.4 Service of Consultants/Subcontractors G.5 Correspondence Procedures G.6 Use of Government Data (Reports/Files/Computer Tapes or Discs) G.7 Property Administration G.8 Data to be Delivered G.9 Dissemination, Publication and Distribution of Information G.10 Contractor Past Performance Evaluation(s) (Oct 2014) G.11 Contract Work Performed Outside the United States (Apr 2016)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 Business Ethics, Conflict of Interest and Compliance (April 2017) H.2 HIPPA Business Associate Clause (Oct 2014) H.3 CMS-Information Security (Apr 2013) H.4 CMS Security Clause (Apr 2016) H.5 HHSAR 352.224-71 Confidential Information.

H.6 HHSAR 352.237-75 Key Personnel (Dec 2015) H.7 Disclosure of Information H.8 Reportable Events H.9 Data Use Agreement (Nov 2014)

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) PART 352 Clauses Incorporated by Reference (Jan 2016) I.3 FAR 52.203-14 Display of Hotline Poster(S) (Oct 2015) I.4 FAR 52.217-8 Option to Extend Services (Nov 1999) I.5 FAR 52.217-9 Option to extend the Term of the Contract (Mar 2000) I.6 FAR 52.222-35 Equal Opportunity for Veterans (Oct 2015) I.7 FAR 52.222-36 Equal Opportunity for Workers With Disabilities (Jul 2014) I.8 FAR 52.222-42 Statement of Equivalent Rates for Federal Hires (May 2014)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS AND EXHIBITS

Attachments J.1 National Correct Coding Initiative (SOW) J.2 Contractor Personal Conflict of Interest Financial Disclosure J.3 Contractor Business Ethics COI and Compliance Program Requirements J.4 Wage Determination (to be incorporated at award)

Exhibits E.1 Prime Contractor Proposal Checklist E.2 Subcontract Proposal Checklist E.3 Business Proposal Spreadsheet E.4 Past Performance Questionnaire E.5 Responsibility Questionnaire E.6 Virus Detection Certification E.7 Consent to Subcontract

PART IV -- REPRESENTATIONS AND INSTRUCTIONS

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

OFFERORS OR RESPONDENTS

K.1 FAR 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) K.2 FAR 52.204-8 Annual Representations and Certifications (Jan 2018) K.3 FAR 52.209-7 Information Regarding Responsibility Matters (Jul 2013) K.4 52.209-13 Violation of Arms Control Treaties or Agreements-Certification (Jun 2018)

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR

RESPONDENTS

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 (Jan 2016) 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 L.6 Proposal Organization L.7 Technical Proposal Instructions (Volume I) L.8 Business Proposal Instructions (Volume II) L.9 Business Ethics, Conflict Of Interest and Compliance Proposal Submission Instructions

(April 2018) (Volume III)

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 General Procedures for Award M.2 Technical Evaluation M.3 Business Proposal Evaluation M.4 Conflict of Interest Evaluation (Oct 2015)

(End of Table of Contents)

PART I - THE SCHEDULE

SECTION B- SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Description of Services

The contractor shall be responsible for supporting the National Medicare and Medicaid Correct Coding Initiative (NCCI), a Center for Medicare and Medicaid Services (CMS) initiative to prevent improper payments and promote consistent coding for national programs as described in detail in Section C, Statement of Work, provided as Attachment J.1. The NCCI program functions to promote program integrity and compliance through guidance, edits, and other methodologies that promote the consistent administration of CMS payment policies in instances where the manipulation of coding could lead to inappropriate, increased reimbursements.

B.2 Type of Contract

This is a Firm Fixed Price (FFP) contract. The total price of this contract is $ TBD .

B.3 Schedule of Services

The total negotiated Firm Fixed Price is as follows:

CLIN

Description Firm Fixed

Price

Funded

Period of Performance

0001 Base TBD TBD February, 2019-February, 2020

0001AA Medicare

0001AB Medicaid

Total

0002 Option Year 1 TBD TBD February, 2020-February, 2021

0002AA Medicare

0002AB Medicaid

Total

0003 Option Year 2 February, 2021-February, 2022

0003AA Medicare

0003AB Medicaid

Total

0004 Option Year 3 February, 2022-February, 2023

0004AA Medicare

0004AB Medicaid

Total

0005 Option Year 4 February, 2023-December, 2023

0005AA

Medicare

0005AB

Medicaid

Total

Option Year 4 Transition

December, 2023-February, 2024

Total

Grand Total

B.4 Payment Milestone Schedule

The Contractor shall invoice for payment in accordance with the instructions provided in Section G of this contract. The Contractor shall bill upon completion and Government acceptance of the following:

Deliverable %

Amount Medicare 0001AA Medicaid 0001AB Total

3.2 NCCI Data Files – test

(Quarter 1) 5% TBD TBD TBD

3.2 NCCI Data Files – final

(Quarter 1) 7% TBD TBD TBD

3.4 NCCI Changes Report

(Quarter 1) 7% TBD TBD TBD

2.3 Coding Policy Manual – final 9% TBD TBD TBD

3.2 NCCI Data Files – test

(Quarter 2) 5% TBD TBD TBD

3.2 NCCI Data Files – final

(Quarter 2) 7% TBD TBD TBD

3.4 NCCI Changes Report

(Quarter 2) 7% TBD TBD TBD

3.2 NCCI Data Files – test

(Quarter 3) 5% TBD TBD TBD

3.2 NCCI Data Files – final

(Quarter 3) 7% TBD TBD TBD

3.4 NCCI Changes Report

(Quarter 3) 7% TBD TBD TBD

2.4 Correspondence Manual - final 9% TBD TBD TBD

3.2 NCCI Data Files – test

(Quarter 4) 5% TBD TBD TBD

3.2 NCCI Data Files – final

(Quarter 4) 7% TBD TBD TBD

3.4 NCCI Changes Report

(Quarter 4) 7% TBD TBD TBD

4.2 Contract Year Report 6% TBD TBD TBD

(End of Section B)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

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, facilities, and supplies, not otherwise provided by the Government as needed to perform the requirements set forth in the Statement of Work (SOW), Attachment J.1, entitled “National Correct Coding Initiative.”

(End of Section C)

SECTION D - PACKAGING AND MARKING

D.1 Packaging and Marking

Deliverables shall be marked in accordance with the contract Section G.5, Correspondence Procedures, and the SOW, Section J, Attachment J.1.

(End of Section D)

SECTION 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/

Federal Acquisition Regulation (FAR) Clauses:

NUMBER TITLE DATE

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 Contracting Officer Representative or Alternate 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 Officer’s Representative (COR)

All items to be delivered to the Contracting Officer’s Representative (COR) who will be deemed to have been accepted 60 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.

(End of Section E)

SECTION F - DELIVERABLES OR PERFORMANCE

F.1 FAR 52.252-2 Contract 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:

52.242-15 Stop-Work Order Aug 1989 52.242-17 Government Delay Of Work Apr 1984

F.2 Period of Performance (Jan 2014)

The period of performance (POP) for this contract is February, 2019 through February, 2020.

This contract includes the following option periods:

Year CLIN Begin End

Option Year 1: 0002 February, 2020 February, 2021 Option Year 2: 0003 February, 2021 February, 2022 Option Year 3: 0004 February, 2022 February, 2023 Option Year 4: 10 months fully operational

0005 February, 2023 December, 2023

Option Year 4: 2 month transition

0006 December, 2023 February, 2024

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 below:

Task

Deliverable

Task Name Deliverables Due Date (Medicare & Medicaid)

1 1.1 Kick-Off Meeting

Within fifteen calendar days after award of the contract.

Location: CMS – Central Office, Baltimore, MD

2 2.1 Project Management Plan (PMP) - Initial Year

Within 60 days of the contract start date.

2 2.1 PMP - Update Monthly if any info in PMP has changed, unless waived

2 2.1 PMP -

Subsequent Years

NLT 3 months before end of current contract year, if significant changes exist

3 1.1 Onboarding Plan

Draft - Within 60 days of the contract start date, to be included with PMP (Task 2), due at kick-off meeting.

Final – Within 3 calendar days after the kick-off meeting.

4, 5,

2.2 NCCI

Workgroup Agenda

1 to 2 business days prior to scheduled workgroup, unless waived

4, 5,

2.2 NCCI

Workgroup Decisions

Decisions should be captured in the DB as appropriate NLT 2 weeks following workgroup meeting, unless waived due to temporary resource constraints.

4, 5, 7, 16

3.2 NCCI Data

Files - test

NLT 60 days prior to start of quarter for which files are prepared, 4, 5, 7, 17

3.2 NCCI Data

Files - final

NLT 45 days prior to start of quarter for which files are prepared, 4, 5, 7, 18

3.4 NCCI Changes

Report

NLT 45 days prior to start of quarter for which files are prepared, unless waived

4, 5, 7, 16

3.1 NCCI Monthly

Activity Report

20th or next business day of each month

4, 5, 7, 18

3.6 NCCI Quarterly

Activity Report

If jointly implemented by contractor and CMS: draft - within 20 days of end of each quarter; final - 15 days later

4, 5, 7, 19

4.1 NCCI Annual

Activity Report draft - January 31st of each year; final - due 15 days later

11 2.3 NCCI Coding Policy Manual -draft draft - September 30th of each year; final - October 31st of each year

12 2.4 NCCI

Correspondence Manual draft - January 31st of each year; final - February 28th of each year

13 1.1 Technical Guidance Manual

With each update, unless waived

14 5.2 Educational Session Materials

7 days prior to delivery of the education, 14 5.2 Educational Session Report

7 days after education is delivered

15 2.7 Internet Only Manual(s) draft – March 15th of each year; final - due 10 days later

18 3.3 NCCI Quarterly

Release Specifications Report

With quarterly data files but only if jointly implemented by contractor and CMS

18 3.5 Change Request

Quarterly (if jointly implemented by contractor and CMS)

19 4.2 Annual Activity Report/Contract Year Report

Draft-within 30 days of end of each contract year: final-due 15 days later, unless waived

21 5.1 Advance Planning Documents (APDs) Report

Within 60 days of receipt of APD, unless waived

23 B.1.2 Outgoing Transition Management Plan

One Time Deliverable:

Draft-To be included as part of the proposal.

Final-No later than 60 days prior to the end of the first contract year, with annual updates, if necessary, NLT 60 days prior to the end of each subsequent contract year.

(End of Section F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 Accounting and Appropriation Data (To be filled in at time of award)

Appropriation Object Class CAN Amount

Award

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 – Tracy.Amos@CMS.HHS.Gov; and

• COR - TBD@CMS.HHS.Gov.

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.

mailto:CCRChanges@cms.hhs.gov https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 mailto:InvoiceSubmission@cms.hhs.gov mailto:Tracy.Amos@CMS.HHS.Gov mailto:TBD@CMS.HHS.Gov

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 Program Integrity and Financial Management Contracts ATTN: Michael Connors 7500 Security Blvd.

Mail-stop: B2-14-21 Baltimore, MD 21244-1850

Phone: 410-786-1554

Email Address: Michael.Connors@cms.hhs.gov mailto:Michael.Connors@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 Program Integrity and Financial Management Contracts ATTN: Tracy Amos 7500 Security Blvd.

Mail-stop: B2-14-21

Phone: 410-786-4815 Email Address: Tracy.Amos@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 Center for Program Integrity

ATTN: TBD

7500 Security Blvd.

Mail-stop: TBD

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;

mailto:Tracy.Amos@cms.hhs.gov

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 Service of Consultants/ Subcontractors

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

b. The Contractor shall follow the procedures established in the following Federal

Acquisition Regulation (FAR) clauses when requesting Contracting Officer consent to subcontract for Consultants and/or other subcontracts:

52.244-2 Subcontracts Oct 2010 52.244-5 Competition in Subcontracting Dec 1996

G.5 Correspondence Procedures

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

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 Contracting Officer.

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

b. Subject Lines - All correspondence shall contain a subject line, commencing with the contract number as illustrated below:

EXAMPLE: Contract No. 18C00

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 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.7 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.8 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.9 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.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 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.

https://www.cpars.gov/ https://www.cpars.gov/

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.11 Contract Work Performed Outside the United States (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.I Business Ethics, Conflict Of Interest and Compliance (Apr 2017)

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 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

• 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—

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

(ii) Consulting relationships;

(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:

Conflict Types Definit

Biased Ground Rules

Consists of situations in which a firm, as part of its performance of a Government contract, has helped (or is in a position to help) set the ground rules for another Government contract by, for example, writing the statement of work or the specifications, or establishing source-selection criteria. In these “biased ground rules” cases, the primary concern is that the firm could skew the competition, whether intentionally or not, in favor of itself and/or its affiliates.

Impaired Objectivity

Consists of situations where a firm has an interest (typically financial) that may conflict with the interest of the Government to whom the firm has a contractual obligation, and the firm’s work under the Government contract could give the firm the opportunity to benefit its other business interests. If the firm is providing recommendations, judgment or advice, and its other business interests could be affected by that recommendation, judgment or advice, the firm’s objectivity may be impaired. An example is where the firm was evaluating itself, an affiliate or a competitor, either through an assessment of performance under another contract

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-

• 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

• Prepared work or is under contract to prepare work that would be reviewed under the contract; or

• Is affiliated or has a financial relationship, as these terms are explained above, with an entity to be reviewed under the contract.

• Medicare Administrative Contractor (MAC) and Claims Processing/Claims Adjudication Entity

• Recovery Audit Contractor (RAC)

• Qualified Independent…