SECTION_G_v.2.pdf

RFP: 75FCMC19R0003

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SECTION G – CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA (TO BE DETERMINED ON A TASK

ORDER LEVEL)

CLIN/SLIN: TBD

Appropriation: TBD Object Class: TBD Office Code: TBD

CAN: TBD

Amount: TBD

G.2 INDIRECT COST RATES (SEP 2014)

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 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:

Indirect Cost Pool Billing Rate Rate Base Contractor Fiscal Year

Fringe (Ceiling NA) TBD (a)

Overhead TBD (b) G&A TBD (c) v.2 Pg. 41 of 149

Other TBD (d)

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

Indirect Cost Pool

Indirect Cost Ceiling Rate

Contractor’s Fiscal Year

Rate / Allocation

Base Overhead Ex: 7/1/14 to 6/30/15 (a)

G&A Ex: 7/1/14 to 6/30/15 (b) Other Ex: 7/1/14 to 6/30/15 (c)

Overhead Ex: 7/1/15 to 6/30/16 (a)

G&A Ex: 7/1/15 to 6/30/16 (b) Other Ex: 7/1/15 to 6/30/16 (c)

Overhead Ex: 7/1/16 to 6/30/17 (a) http://www.dcaa.mil/Audit_Process_Overview.html mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov v.2 Pg. 42 of 149

G&A Ex: 7/1/16 to 6/30/17 (b) Other Ex: 7/1/16 to 6/30/17 (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 & 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 -v.2 Pg. 43 of 149

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

AND

COGNIZANT FEDERAL AGENCY: (To be determined at time of award):

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

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov.

G.3 ACCOUNTING SYSTEM REQUIREMENT (JUNE 2018)

a. ADEQUATE ACCOUNTING SYSTEM

Contractors receiving the following types of contracts or task orders identified and described in Federal Acquisition Regulation (FAR) Part 16, Types of Contracts, must maintain an adequate accounting system throughout the entire period of contract performance: cost-reimbursement, non-commercial time-and-materials, fixed-price incentive, fixed-ceiling-price contracts with retroactive price redetermination, fixed-price contracts with prospective price redetermination, and contracts that provide for progress payments on the basis of costs incurred or on a percentage or stage of completion.

An accounting system is the contractor’s system or systems for accounting methods, procedures, and controls established to gather, record, classify, analyze, summarize, interpret, and present accurate and timely financial data for reporting in compliance with applicable laws, regulations, and management decisions, and may include subsystems for specific areas such as indirect and other direct costs, compensation, billing, labor, and general information technology.

The Federal Government conducts initial and follow-up postaward accounting system audits to determine if the contractor's accounting system is adequate for accumulating and billing costs on Government contracts.

b. INITIAL Postaward Accounting System Audit, Notification Requirement

The following notification requirement applies only if this is the first contract or task order (as described in the section above) that the contractor has received from CMS or the Federal Government OR if the Federal Government (or its contractor) has never performed a postaward accounting system audit:

Within no later than 10 business days of contract award, the contractor shall notify CMS’ Office of Acquisition and Grants Management’ (OAGM), Division of Financial Services (DFS) that it has been awarded a contract, at the following address:

AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

The subject of the notification shall read, “Initial Postaward Accounting System Audit.” The notification must minimally provide the following information:

• Contractor name, address and a point of contact

• Contract number

• Contract type

• Period of performance

• Total contract value (base and all options)

• Cost Accounting Standards (CAS) coverage: full CAS, modified CAS or not applicable mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov.

mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov v.2 Pg. 44 of 149

DFS will initiate a postaward accounting system audit where applicable. The initial postaward accounting system is typically conducted within 6 months of contract or task order award.

c. FOLLOW-UP Postaward Accounting System Audit

The Federal Government conducts follow-up accounting systems typically every five years, when significant accounting system changes occur or as needed during the contractor’s performance on its contract(s).

The cognizant Federal Government Contracting Officer, considering the recommendations of the auditor, will determine the adequacy of the contractor’s accounting system.

Contractors that do not maintain an adequate accounting system may be ineligible for award of a future contract or task order (applicable only to contract types described in (a) above).

G.4 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.

• Additional items (to be determined at time of award)

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 – xxxx.xxxxx@CMS.HHS.Gov; and

• COR - xxxx.xxxxx@CMS.HHS.Gov. (to be determined at time of award)

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.

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:xxxx.xxxxx@CMS.HHS.Gov v.2 Pg. 45 of 149

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

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

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

• FAR 52.232-1 Payments, and

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

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

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

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

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

G.5 PAYMENTS – VOUCHERS - Cost Reimbursement and Non-Commercial Labor

Hour/Time & Material Contracts (SEPT 2018)

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. 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 VOUCHER: FAR 32.905 Payment Documentation and Process, provides the required content for a proper voucher. In addition to the requirements of FAR 32.905, the following items shall also be included on the voucher 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.

• Additional items identified in Section J.x (to be determined at time of award) 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 v.2 Pg. 46 of 149

d. VOUCHER SUBMISSION: Vouchers 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 – xxxx.xxxxx@CMS.HHS.Gov; and

• COR - xxxx.xxxxx@CMS.HHS.Gov. (to be determined at time of award)

Subject Line: The email subject line shall contain the following information: Contract Number, Task/Delivery Order Number (if applicable), Voucher 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: Voucher attachments shall be submitted in .pdf format. Only one voucher shall be attached per email. The first page of the attachment shall be the invoice, followed by any supporting documents as applicable.

e. PAYMENTS: The Government shall make interim payments on all vouchers (subject to later audit) in accordance with the following clauses, as applicable:

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

• FAR 52.216-7, Allowable Cost & Payment, and

• FAR 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts

Payment shall be made 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 no later than 30 calendar days after receipt of an acceptable voucher 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 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 1315.

G.6 CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

a. General:

In accordance with Federal Acquisition Regulation (FAR) 42.15, Contractor Performance mailto:InvoiceSubmission@cms.hhs.gov v.2 Pg. 47 of 149

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:

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

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

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

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

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G.7 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.

G.8 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 v.2 Pg. 49 of 149 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 and Grants Group Division of Support Contracts ATTN: John Cruse 7500 Security Blvd.

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

Phone: 410-786-0520 Email Address: John.Cruse@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 and Grants Group Division of Support Contracts ATTN: (to be determined at time of award) 7500 Security Blvd.

Mail-stop: B3-30-03

Phone:410-786- (TBD) Email Address: (TBD)

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 <Insert Group Name>(to be determined at time of award) Division of <Insert Division> ATTN: <Insert COR’s Name>(TBD) 7500 Security Blvd.

Mail-stop: <Insert the COR’s mailstop> (TBD) Baltimore, MD 21244-1850

Phone:410-786-XXXX <Insert phone number> (TBD) Email Address: <Insert email address> (TBD)

In accordance with FAR 1.602-2(d), Responsibilities, the COR’s delegated responsibilities are mailto:John.Cruse@cms.hhs.gov v.2 Pg. 50 of 149 identified in the Contracting Officer’s appointment memorandum, a copy of which will be furnished to the contractor.

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

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

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

The COR does not have the authority to:

1. Make changes to contract terms and conditions;

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

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

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

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

FAR 52.243-1, Changes – Fixed Price;

FAR 52.243-2, Changes – Cost Reimbursement;

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

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

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

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

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

G.9 SUBCONTRACT CONSENT

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

(b) To facilitate the review of a proposed subcontract by the Contracting Officers Representative and the Contracting Officer, the Contractor shall submit the information required by the FAR Clause 52.244-2 (JUN 2007) entitled, "Subcontracts" and FAR Clause 52.244-5, “Competition in Subcontracting (DEC 1996) to the Contracting Officer. The Contracting Officer shall review the request for subcontract approval and the Contracting Officers Representative 's recommendation and advise the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing.

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(c) Consent is hereby granted to the following subcontracts for the RMADA:

TBD

Consent granted to subcontractors not identified under the RMADA shall be identified in individual Task Orders.

G.10 SUBCONTRACTING REPORTING (ONLY FOR LARGE BUSINESSES)

The Contractor shall report all subcontract awards to small, small disadvantaged, women-owned, HUBZones, 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 as follows:

Reporting Period Report Due Due Date Oct 1 – Mar 31 SF 294 (ISR) Apr 30

Apr 1 – Sept 30 SF 294 (ISR) Oct 30

Oct 1 – Sept 30 SF 295 (SSR) Oct 30

Contract Completion OF 312 (If required)

30 days after completion

G.11 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, disadvantaged, woman-owned, HUBZone, veteran owned, and services-disabled veteran-owned small business concerns, shall be approved by the Contracting Officer and incorporated as Attachment J.10 of this contract and made a part hereof. Contractors should strive to achieve the following Dept. of Health and Human Services minimum small business utilization goals when developing its small business subcontracting plan:

Small Business 33% Small Disadvantaged Business 5% Women-Owned Small Business 5% HubZone 3% Service Disabled Veteran Owned Small Business 3% Veteran Owned Small Business 3%

G.12 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 http://www.esrs.gov/ v.2 Pg. 52 of 149 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.

G.13 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 stimulated. Also, some data or information, which relate to policy matters under consideration by the Government, may also require special consideration with regard to the timing of its disclosure so that the open and vigorous debate, within the government, of possible policy options is not damaged.

c. Any questions about use or release of the data or information or handling of material under this contract shall be referred to the 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.

a. 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 would be available under the Federal Freedom of Information Act.

b. The COR review shall cover accuracy, content, manner of presentation of the information, v.2 Pg. 53 of 149 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.

c. 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.

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

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

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

G.14 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.15 PROPERTY ADMINISTRATION

a. General:

The CMS Contract Property Administrator, Property and Distribution Management Section, Division of General Services, at (410) 786-6462, located at 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.

v.2 Pg. 54 of 149

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.

This will be determined on a Task Order level.

G.16 PROCEDURES FOR PLACING AN ORDER UNDER A MULTIPLE-AWARD IDIQ

a. One or more task orders (TOs) may be issued during the performance period of this IDIQ contract. The Contractor agrees to accept and perform orders issued by the Contracting Officer within the scope of this agreement. It is understood and agreed that the Government has no obligation to issue any orders except to place an order for the minimum quantity. In the event of any inconsistency between any TO and the IDIQ contract, the IDIQ contract shall control.

In accordance with the Federal Acquisition Streamlining Act (FASA) and FAR 16.505(b)(1), the Contracting Officer (CO) must provide all awardees a "fair opportunity" to be considered for each order in excess of $3,500 unless one of the conditions in paragraph 2, below applies.

b. Exceptions to Fair Opportunity Consideration.

When the Government has a requirement to place an order which is estimated to exceed $3,500 with only one of the multiple-award IDIQ contract awardees, it is because the Contracting Officer has determined one of the following conditions apply:

i. The agency need for such services is of such urgency that providing for competition amongst the awardees would result in unacceptable delays;

ii. Only one of the awardees is capable of providing such services required at the level of quality required because the services ordered are unique or highly specialized;

iii. An order is issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to an already-issued task order under this IDIQ contract, provided that all multiple-award IDIQ contract awardees were given a fair opportunity to be considered for the original order; or

iv. It is necessary to place an order to satisfy a minimum guarantee.

In accordance with FAR Subpart 16.505(b)(2), when an exception to the fair opportunity to be considered exists, the task order will be processed as a sole source procurement.

This entails a sole source justification by the Contracting Officer to the file, a request for proposal for adequate cost or pricing data (where applicable) to the sole-source IDIQ contract awardee, negotiation and then award. Unaffected IDIQ holders will not be notified of the exception.

c. Competitive Ordering Process.

i. Pre-solicitation and solicitation.

All IDIQ holders will receive notification (Task Order Request for Proposal (TORP) of a proposed task order by the Contracting Officer. Each proposed TO, unless otherwise defined in the individual task order, shall incorporate all the terms and conditions of the v.2 Pg. 55 of 149

IDIQ contract.

ii. Responses.

Awardees will be provided adequate time to prepare and submit responses based on the estimated dollar value and complexity of the proposed TO. The due date shall be set forth in each proposed TO.

Response instructions will be determined on a Task Order level. Responses could include, but are not limited to:

Staffing plan: names of personnel who will be working on the task order; their position title appropriate to their qualifications and effort to be contributed to the contract/task order effort including those of any subcontractors; and identification of key personnel.

Business proposal: Categories and amounts for labor, materials, travel, computer time, overhead and other direct costs are required.

i. The estimated direct labor dollars (broken out by hours and rates for each task on a Task Order Level) for each individual assigned to/ proposed for the task order.

The hours and rates shall be appropriate for the labor category/position title of each individual proposed.

ii. Any applicable indirect loadings and fee shall be applied for cost reimbursement orders.

iii. Proposed travel (if applicable) broken out into number of trips, number of travelers, and duration of trip (including transit time) for each destination. Cost detail shall be shown for all items including commercial transportation, daily per diem rates, personal mileage, daily car rental, etc.

iv. An explanation and basis shall be provided for each item of "Other Direct Cost" proposed such as materials, reproduction costs, etc.

v. Conflict of Interest – Identify any potential, actual or apparent conflicts of interest and propose mitigation strategies.

Technical proposal: The Contractor may be requested to present its technical proposal in writing and/or orally and it shall include the following for each task order:

i. The contractor's understanding of the work described for each task order.

ii. The contractor's technical approach for accomplishing all the requirements of each task order.

iii. The contractor's interpretation of the final product being required.

iv. The technical presentation must include information on how you intend to organize, staff, and manage projects under this contract.

Additional information may be requested in individual TORPs.

Evaluation.

The Government will evaluate responses against selection criteria contained in the proposed task order.

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Task Orders.

An Offeror will only be eligible for a cost reimbursement task order award if, at the time of proposal submission, its accounting system is either acceptable for award of a prospective contract (as recommended by a preaward accounting system survey/audit or as determined by a Contracting Officer), or adequate for accumulating and billing costs government contracts (as recommended by a postaward accounting system audit or as determined by a Contracting Officer). The Offeror must provide copies of the document as identified as one of the four options in Section L.13, Instructions for Submitting Accounting System Information.

Each order shall, at a minimum, provide the funding information and any task order specific requirements/terms/conditions (e.g., Paperwork Reduction Act clearance) such as;

Refer to the appropriate line item or line items under Section B of the IDIQ contract, or state from where the work falls under from Section C;

Set forth the specific level of effort and/or performance outcomes desired to be fulfilled under the task order;

Set forth delivery or performance dates;

Designate the Contracting Officer’s Representative who will perform inspection and acceptance and past performance evaluation, as well as provide technical direction;

Set forth the accounting data; Set forth the disbursing office where payment is to be made if different than the IDIQ;

Set forth skill mix; skills required for a specific task order;

Set forth any other pertinent information. Unauthorized Work.

The Contractor is not authorized to commence task order performance prior to the issuance of a signed task order unless given written authorization by the Contracting Officer.

To the extent possible, the government may identify inherent conflict of interest between task orders, so that offerors may make business decisions on the TORP submissions. Per FAR 9.5, the contractor must identify any conflict of interest it believes exists regardless of any government identified conflict of interest. Conflict of interest will be addressed by the Contracting Officer per Far 9.5.

G.17 OMBUDSMAN

The name and address of the agency task and delivery order ombudsman is:

Karen Jackson (Competition Advocate) 7500 Security Blvd.

Baltimore, MD 21244 v.2 Pg. 57 of 149

G.18 INDIRECT COST – PROVISIONAL RATES

a) Pursuant to the provisions of FAR 52.216-07 entitled "Allowable Cost & Payment," in Section I of this contract, the allowable Indirect Costs under this contract shall be obtained by applying the final rates or rates negotiated to the appropriate bases. The period or periods for which such rates will be established shall correspond to the Contractor's fiscal year(s). The final rate proposal is to be submitted to the Contracting Officer at:

Centers for Medicare and Medicaid Services Acquisition and Grants Group Division of Support Contracts Attn: John Cruse 7500 Security Boulevard Baltimore, Maryland 21244-1850

In the event that the final rate proposal is submitted to the cognizant audit agency, the Contractor shall advise the Contracting Officer in writing when and to whom it was submitted.

(b) Pending establishment of final rates for any period, provisional reimbursement will be made on the basis of the provisional rates shown below. To prevent substantial over or under payment, provisional rates may, at the request of either party, be revised by mutual agreement. NOTE:

Rates established below shall be used in all subsequent Task Orders.

TYPE COST CENTER RATE PERIOD RATE

BASE

Provisional Fringe (Regular) TBD% (A) Provisional Overhead (Regular) TBD% (B) Provisional Overhead (Site) TBD% (C) Provisional G&A TBD% (D) Provisional Subcontract/Material

Handling

TBD% (E)

Notes:

G.19 PAYMENT SELECTED ITEMS OF COST REIMBURSEMENT CONTRACTS

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

(b) Facilities Capital Cost of Money In accordance with HHSAR 315.404-4, facilities capital cost of money shall be an unallowable cost under this contract.

G.20 OPTION TO EXTEND SERVICES

In the event that it is determined to be in the Government’s best interest to exercise FAR 52.217-8 , the total cost/price of the 6 month period, evaluated as part of the original proposal submission, will be in accordance with the prices and rates proposed to for the last active contract period.