AMENDMENT 0003 - 75FCMC25RJ018_ALL SECTIONS - CLEAN.pdf

75FCMC25RJ018_ALL SECTIONS

Amendment 0003 – 05/30/2025

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

The purpose is this contract is to develop a Research, Measurement, Assessment, Design, and Analysis (RMADA) 3 IDIQ that will provide analytic support and technical assistance for models and demonstration programs that are derived under the Patient Protection and Affordable Care Act (ACA). This support will include, but will not be limited to, the design, implementation and evaluation of research and/or payment and service delivery models to test their potential for reducing expenditures for Medicare, Medicaid, Children’s Health Insurance Program (CHIP), and uninsured beneficiaries while maintaining or improving the quality of care.

B.2 TYPE OF CONTRACT (IDIQ)

This is an indefinite-quantity/indefinite-delivery non-severable type contract with product service code (PSC) code of AN46. The Government shall place orders for individual requirements. The Contractor shall be required to furnish at least a stated minimum quantity of services. In addition, if ordered, the contractor must furnish any additional quantities, not to exceed the stated maximum.

B.3 MINIMUM AND MAXIMUM QUANTITIES

During the contract period, the Government shall place orders at a minimum of $1,500.00. This reflects the contract minimum for the entire period of performance, including any options. The maximum IDIQ amount (i.e., the maximum ceiling across all RMADA3 IDIQ’s) shall not exceed $3,500,000,000 (inclusive of all costs and fee) over the life of the contract.

B.4 WITHHOLDING OF CONTRACT PAYMENTS (To be determined on a Task Order Level)

Notwithstanding any other payment provisions of this contract, failure of the Contractor to submit required reports when due or failure to perform or deliver required work, supplies, or services, will result in the withholding of payments under this contract unless such failure arises out of causes beyond the control, and without the fault or negligence of the Contractor as defined by the clause entitled "Excusable Delays" or "Default", as applicable. The Government shall promptly notify the Contractor of its intention to withhold payment of any invoice or voucher submitted.

B.5 TYPE OF ORDERS

Task orders issued under this IDIQ contract include, but are not limited to, firm fixed price (FFP); cost-plus-fixed fee (CPFF); time and materials (T&M); and/or labor hours (LH).

B.6 FIXED FEE (COST REIMBURSEMENT TASK ORDERS ONLY)

The fixed fee will be negotiated on a task order by task order basis.

B.7 TRAVEL/OTHER DIRECT COSTS/ MATERIAL (COST REIMBURSEMENT

TASK ORDERS INCLUDING T&M)

Travel, Material and Other Direct Costs shall be reimbursed at actual costs incurred in accordance with 52.216-7, Allowable Cost and Payment, and the Federal Travel Regulation as applicable. These items will not be separately priced in this contract, but will be set forth, when applicable, on each Task Order.

B.8 TIME AND MATERIALS RATES

The following fully loaded T&M labor rates are the maximum labor rates for T&M and labor hour orders.

Labor Category Rate Year 1

Rate Year 2

Rate Year 3

Rate Year 4

Rate Year 5

Business Analyst Clinician Communications Specialist Financial Analyst Jr. Data Analyst Mid. Business Analyst Mid. Data Analyst Project Director Project Manager Quality Specialist Research Assistant Research Associate Sr. Data Analyst Sr. Economist Sr. Programmer Sr. Researcher Sr. Statistician Task Lead

SECTION C – DESCRIPTION/SPECIFICATIONS/ STATEMENT OF WORK

See Attachment J.1: RMADA 3 IDIQ Statement of Work

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

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

SECTION E – INSPECTION AND ACCEPTANCE

E.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

52.246-4 Inspection of Services – Fixed-Price (AUG 1996) 52.246-5 Inspection of Services – Cost Reimbursement (APR 1984) 52.246-6 Inspection – Time and Material and Labor Hour (MAY 2001)

E.2 INSPECTION AND ACCEPTANCE

a. All work under this contract is subject to inspection and final acceptance by the

Contracting Officer or the duly authorized representative of the Government.

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

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

SECTION F – DELIVERIES OR PERFORMANCE

F.1 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: http://farsite.hill.af.mil/

52.242-15 STOP – WORK ORDER (AUG 1989)

52.242-15 STOP-WORK ORDER – ALTERNATE I (APR 1984)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

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

F.2 PERIOD OF PERFORMANCE (IDIQ)

a) The period of performance of this IDIQ contract is on to be inserted upon contract award (estimated to be August 1, 2025, through July 31, 2030).

b) The period of performance of any funded task order shall not extend ten years in totality.

F.3 REPORT(S)/DELIVERABLES AND DELIVERY SCHEDULE

The contractor shall submit all required report(s)/deliverables in accordance with the schedule established in each individual task order. Report(s) submitted under each individual task order shall reference and cite the contract number and the specific task order number.

All deliverables shall be in compliance with the requirements of Section 508 (Rehabilitation Act). Details of Section 508 are referenced in Section H.18.

SECTION G – CONTRACT ADMINISTRATION DATA

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

TASK ORDER LEVEL)

CLIN /

SLIN

Requisition Number / Accounting Commitment

Number (ACN)

Appropriation Code:

Object Class

CAN Amount

G.2 INDIRECT COST RATES (MAY 2021)

Paragraphs 1 and 2 below apply only to contractors where the Department of Human Health and Services (HHS), or one of its Operating Divisions (e.g. CMS), is recognized as the Cognizant Federal Agency (CFA) as defined in FAR 42.003.

If an Agency other than HHS (or one of HHS’ Operating Divisions) is identified as the CFA (e.g. Defense Contract Management Agency), paragraphs 1 and 2 below do not apply. Rather, the contractor must provide a copy of all applicable and executed provisional billing rate agreements, forward pricing rate agreements, and final indirect cost rate agreements to the CMS Acquisition Division of Financial Services mailbox: AcquisitionDFSIncurredCostSubmission@cms.hhs.gov.

1. Provisional Billing Rates

(a) Formation

(1) Until final indirect cost rates are established pursuant to FAR 52.216-

7(d), the Government will reimburse the contractor’s incurred indirect costs temporarily using the provisional billing rates established in the Provisional Billing Rate Agreement as described below.

(2) In accordance with FAR 52.216-7(e), FAR Subpart 42.704, and HHSAR Subpart

342.705, the following authorized Agency shall execute a Provisional Billing Rate Agreement setting forth the provisional billing rates to be used by the contractor:

Financial Management Services, Division of Cost Allocation, Program Support Center (PSC) contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations

National Institute of Health (NIH), Division of Financial Advisory Services (DFAS) contracts awarded to for profit organizations

Billing rates may be prospectively or retroactively revised by mutual agreement of the respective authorized Agency and the contractor at either party’s request.

(3) The contractor shall submit an annual Provisional Billing Rate Proposal no later than two months prior to the start of the contractor’s fiscal year. For example, if the contractor’s fiscal year ends on December 31 the Provisional Billing Rate Proposal shall be submitted no later than November 1 the preceding year.

(4) In the absence of an executed Provisional Billing Rate Agreement, the contractor shall submit all vouchers for reimbursement of incurred indirect costs at the rates submitted for review in the contractor’s applicable, annual Provisional Billing Rate Proposal.

(5) If the contractor fails to submit a timely Provisional Billing Rate Proposal within the time specified in paragraph (a)(3) of this clause, the Contracting Officer may disallow payment of indirect costs (in part or entirely) until:

(i) A Provisional Billing Rate Proposal is submitted; or

(ii) The authorized Agency representative unilaterally establishes provisional billing rates for the fiscal year in accordance with FAR 52.216-7.

(b) Provisional Billing Rate Proposal Requirements

(1) The Provisional Billing Rate Proposal shall include:

(i) A cover letter which contains:

a. A summary of the proposed billing rates;

b. A listing, with applicable point-of-contact information, of company representatives, who can be contacted regarding the proposal;

c. A listing identifying applicable contract(s) with CMS and other Federal

Government awards, which require billings rates for the proposed period.

(ii) Billing rate calculations with separate supporting budgets for each final and intermediate cost pool, including the components of each indirect pool and allocation base as well as the computation of each indirect rate. Each calculation shall include a succinct description and rationale.

(iii) The prior fiscal year pool and base, including the components of each indirect cost pool and corresponding base, as well as the computation of each indirect rate.

(iv) Current FY year to date (YTD) pool and base, including the components of each indirect cost pool and its allocation base, as well as the computation of each YTD indirect rate

(v) Current FY budget pool and base, if available.

(vi) Comparative analysis with explanation of any significant rate differences (at or above 3%) from the previous year.

(2) The Contractor shall submit a revised annual Provisional Billing Rate Proposal in accordance with the Provisional Billing Rate Proposal Requirements as outlined above whenever there is a material change in the contractor’s rates or indirect rate structure.

(i) A material change shall include, but not be limited to, an event which causes a significant rate difference (at or above 3%), such as the award or termination of a contract to the contractor.

(ii) The revised annual Provisional Billing Rate Proposal shall be due within 60 days of the effective date of the material change.

(c) Provisional Billing Rate Proposal Submission

The Provisional Billing Rate Proposal shall be submitted to the CMS Acquisition Division of Financial Services mailbox at AcquisitionDFSIncurredCostSubmission@cms.hhs.gov and to the respective authorized Agency as follows:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations cas-bethesda@psc.hhs.gov

NIH-DFAS contracts awarded to for profit organizations dfas-idc@nih.gov

2. Final Indirect Cost Rates

(a) Final Rate Agreement

In accordance with FAR 52.216-7(d), FAR Subpart 42.705, and HHSAR Subpart 342.705, the following authorized Agency shall execute a Final Rate Agreement setting forth the final indirect cost rates to be used by the contractor:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations NIH contracts awarded to for profit organizations

(b) Incurred Cost Proposal Submission Requirements

The contractor’s adequate final indirect cost rate proposal shall be submitted within the 6-month period following the expiration of each of its fiscal years in accordance with FAR 52.216-7(d) to the CMS Acquisition Division of Financial Services mailbox at AcquisitionDFSIncurredCostSubmission@cms.hhs.gov and to the respective authorized Agency as follows:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations cas-bethesda@psc.hhs.gov

NIH-

DFAS

contracts awarded to for profit organizations dfas-idc@nih.gov

3. Final Indirect Cost Rate Ceilings

In accordance with FAR 42.707, The Government will not be obligated to pay any additional amount should the final indirect cost rates exceed the negotiated ceiling rates as follows:

Indirect Cost Pool

Indirect Cost Ceiling Rate

Contractor’s Fiscal Year

Rate / Allocation Base

Overhead Example: Jan 1, 2020 – Dec 31, 2020

G&A

Overhead Example: Jan 1, 2021 – Dec 31, 2021

G&A

In the event that the final indirect cost rates are less than the negotiated ceiling rates, the negotiated rates shall be reduced to conform to the lower rates.

G.3 RESERVED

G.4 PAYMENTS – INVOICES (SEPT 2024)

a. GENERAL: Effective August 31, 2020, the Contractor/Vendor shall create an invoice within the Invoice Processing Platform (IPP), a secure Web-based service for federal agencies and their vendors to manage government invoicing from purchase order (PO) through payment notification. Note: All invoice terms and conditions are contract specific and may vary from contract to contract.

b. 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/Vendor’s Unique Entity Identifier (UEI) Number;

Period of Performance (PoP) or delivery date of goods or services provided;

Attachments and applicable support documentation requested by the CO;

The first page of the PDF invoice or PDF SF-1034 shall include:

1. Contractor/Vendor name and address;

2. Bill to: CMS, P.O. Box 7520, Baltimore, MD 21207;

3. Full CMS contract number and task order number;

4. Summary of charges by CLIN/SLIN (if applicable) with a grand total.

CLIN/SLIN(S) on the PDF shall be identical to what is entered in IPP;

5. Invoice number shall be identical to what is entered in IPP. Each Contractor/Vendor invoice number must be unique across all CMS contracts awarded to the Contractor/Vendor. For example, If Contractor/Vendor A has 5 CMS contracts, Contractor/Vendor A cannot use the same invoice number on any of the 5 contracts they have with CMS. If using a dash in IPP then the dash must be used on the PDF. IPP does not allow any special characters (i.e.*, #, _);

6. Within IPP, the “Bill Period Start” and “Bill Period End” dates should align with the “Service From” and “Service To” dates (this is not the entire POP dates);

7. Date of Delivery or Service dates shown on the PDF should: (i) Fall within the contract POP (unless contract indicates otherwise) (ii) Align with the “Bill Period Start” and “Bill Period End” dates and “Service From” and “Service To” dates, and (iii) Note when the work was performed;

8. Date invoice was prepared;

9. The total invoice amount on the first page of the invoice or SF-1034 must be a debit. A credit may be shown on the first page of the invoice or SF-1034 if the credit falls within the Period Of Performance and is for the same CLIN as the debit. CMS does not accept credit vouchers or process refunds in IPP or the Invoice Submission Box. Credits in excess of $5.01 must be submitted via Pay.gov (For questions surrounding Pay.gov, contact pay.gov.clev@clev.frb.org or 1-800-624-1373 (Option 2)). Credits sent to Pay.gov shall be copied to the CO, CS and COR. Credits valued at or less than $5.01 must be submitted via Credit Gateway; however, it is preferred that the Contractor/Vendor wait until a dollar amount is accumulated in order to submit the refund through Pay.gov (For questions surrounding Credit Gateway, contact customer.care@usbank.com or 1-877-815-1206);

When an invoice has been resubmitted, an “R” should be added after the invoice number on the PDF and in IPP; this will ensure that the original invoice number is not duplicated in IPP. If a resubmitted invoice is rejected again, each subsequent resubmission requires an additional “R” added after the invoice number (i.e.

“RR”);

The “final” designation should only be used when the contract is being closed out by OAGM. Do not use for the end of POP or Option Year;

Contractor/Vendor must maintain active registration in SAM.gov. If your SAM account is about to expire, wait until it is updated before submitting your invoice;

and, Banking or address changes must be submitted via email to CCRchanges@cms.hhs.gov

c. INVOICE SUBMISSION: The Contractor/Vendor shall create an invoice from the

Purchase Order (PO)/Contract via the IPP website http://www.ipp.gov/. For questions, call IPP Customer Support at (866) 973-3131 or email the IPP Customer Support at IPPCustomerSupport@fiscal.treasury.gov. Only one PDF invoice per submission is allowed in IPP.

d. PAYMENTS: The Government shall make payment of all proper invoices in accordance with the following clauses, as applicable and included in the respective TO/PO/contract:

FAR 52.232-33 Payments by Electronic Funds Transfer – System for Award Management, FAR 52.232-1 Payments FAR 52.212-4 Contract Terms and Conditions – Commercial Items (If applicable) FAR 52.216-7 Allowable Cost and Payment 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) 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 no later than 30 calendar days after receipt of a proper invoice from the Contractor requested at the paying office designated above. Contracts with a 15-day payment term are not subject to interest payments until after day 30.

e. 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 in IPP.

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

G.5 CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

a. General:

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

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

b. CPARS Process:

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

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

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

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

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

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

1. 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 CPARS within 1 day.

On day 15 following the AO’s evaluation signature date, the evaluation will become available in CPARS 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 CPARS.

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 CPARS 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.6 CONTRACTOR WORK PERFORMED OUTSIDE THE UNITED STATES AND

ITS TERRITORIES (JAN 2021)

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. The necessity of the work to be performed outside the United States and its territories;

2. The Statement of Work under contract that will be performed outside the U.S. and its Territories;

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

4. Total projected number of labor hours and length of time to be performed for each individual employee working outside the U.S.;

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

6. FAR Part 25, Foreign Acquisitions, and all other laws and regulations applicable to the performance of work outside the U.S.;

7. The contractor and/or its subcontractor(s) plans 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,

8. The necessity of Government Furnished Equipment (GFE) or Contractor Owned/Contractor Operated (COCO) devices to be used outside the U.S. and verification of a secure VPN access.

9. Compliance with Executive Order 13940 Aligning Federal Contracting and Hiring Practices With the Interests of American Workers. Determine if approval will reduce opportunities for the United States contractor workers performing in the United States and if this would cause any potential effects to national security.

10. Conformance with Section 889 “Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment”, of Public Law 115-232.

11. Determination that approval is in best interest of the Government.

The Contractor’s request for authorization to perform work outside the U.S. shall include supplemental information to 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.7 GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (NOV 2024)

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 and Grants Group Division of Support Contracts

ATTN: Heather Robertson

7500 Security Blvd.

Baltimore, MD 21244-1850

Email Address: Heather.Robertson@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 Division of Support Contracts

ATTN: Melanie Suris-Rodriguez 7500 Security Blvd.

Baltimore, MD 21244-1850

Email Address: Melanie.Suris-Rodriguez1@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 Medicare & Medicaid Innovation Business Services Group

ATTN: Monica Thorpe 7500 Security Blvd.

Baltimore, MD 21244-1850

Email Address: Monica.Thorpe@cms.hhs.gov

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.

The COR will serve as the primary liaison between the Contractor and the Contracting Officer and perform duties within the limitations of the COR’s responsibilities in accordance with FAR 1.602-2(d).

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.

Technical direction within the scope of the contract, shall be “in writing” whenever possible and routed through the CO prior to release to the Contractor. If technical direction is verbally communicated, the COR must immediately confirm its direction in writing. Where doubt exists as to whether proposed technical direction is within or outside the scope of the contract, the CO shall be contacted.

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.

The COR “has no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract nor in any way direct the contractor or its subcontractors to operate in conflict with the contract terms and conditions.” See FAR 1.602-2(d)(5). The COR’s authority is not re-delegable and the COR may be personally liable for unauthorized acts in accordance with FAR 1.602-(d)(7)(iv) and (v). For example, 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-Materials or Labor-Hours;

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

In addition to the above responsibilities, the COR and/or Contractor shall immediately notify the Contracting Officer of any contractual concerns related to the following:

1. Personal Services: FAR 37.104(a) provides that, “[a] personal services contract is characterized by the employer-employee relationship it creates between the Government and the contractor’s personnel. The Government is normally required to obtain its employees by direct hire under competitive appointment or other procedures required by the civil service laws. Obtaining personal services by contract, rather than by direct hire, circumvents those laws unless Congress has specifically authorized acquisition of the services by contract.”

Under this contract, the services to be performed do not require the Contractor or the Contractor’s personnel to exercise personal judgement and discretion on behalf of the Government. Rather, the Contractor’s personnel will act and exercise personal judgement and discretion on behalf of the Contractor. The services to be performed under this contract are not for personal services as defined by FAR 37.104.

Both the Government and the Contractor have a responsibility to monitor contract activities. The CO must be notified immediately if at any time during contract performance the interaction between the Government representative and Contractor personnel constitutes or is perceived to constitute personal services. Both the Government and Contractor personnel must exercise caution to ensure that service contracts not personal in nature avoid even the appearance of a personal services contract.

2. Inherently Governmental Functions: The agency shall not use contractors for the performance of inherently governmental functions unless issued under statutory authority See FAR 7.5 Inherently Governmental Functions. As defined in FAR 2.101, “Inherently Governmental Function” means, as a matter of policy, a function that is so intimately related to the public interest as to mandate performance by Government employees. An inherently governmental function includes activities that require either the exercise of discretion in applying Government authority, or the making of value judgments in making decisions for the Government. Inherently governmental functions DO NOT normally include gathering information for or providing advice, opinions, recommendations, or ideas to Government officials.

FAR 7.503(c) provides a list of examples of functions considered to be inherently governmental functions or which shall be treated as such.

To this effect, during contract performance, care should be taken to ensure that any change or expansion in scope of the requirement does not include inherently governmental functions. Further, due to the nature of a given requirement, there is a potential for close working relationships to develop between Government and Contractor personnel; however, care should be taken to ensure that any familiarity established between the Government and Contractor personnel never promotes or fosters an environment that allows for the assignment of inherently governmental functions to contractor employee(s).

3. Unauthorized Commitments: In carrying out your duties, you are reminded that in accordance with FAR 1.602-2(d)(5), the COR “[h]as no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract, or in any way direct the Contractor, or its Subcontractors, to operate in conflict with the contract terms and conditions.” Doing so constitutes an “unauthorized commitment.” The Contracting Officer is the only individual with the authority to enter into an agreement on behalf of the Government. An unauthorized commitment is defined as “an agreement that is not binding solely because the Government representative who made it lacked the authority to enter into that agreement on behalf of the Government.” FAR 1-602-3(a). Examples of unauthorized commitments include, but are not limited to, the following:

Orders placed with a Contractor without a valid contractual instrument in place.

Directing any Contractor to do additional work, in excess of the contract value, or work beyond the Period of Performance.

Authorize new work to a contract without notifying the Contracting Officer (CO) or Contract Specialist (CS) and having a modification in place for the new work.

Directing the Contractor, in any way that could change the terms and conditions of the contractual instrument or be deemed outside the Scope of the Statement of Work.

Unauthorized commitments are a serious matter and may result in personal liability on the part of the employee who committed the unauthorized commitment. Ratification, is “the act of approving an unauthorized commitment by an official who has the authority to do so.” FAR 1.602-3(a).

G.8 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 2020) entitled, "Subcontracts" and FAR Clause 52.244-5, “Competition in Subcontracting (AUG2024) 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.

(c) Consent is hereby granted to the following subcontracts for the RMADA3: TBD

Consent granted to subcontractors not identified under the RMADA3 shall be identified in individual Task Orders.

G.9 RESERVED

G.10 RESERVED

G.11 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 FAR 16.505(b)(1), the Contracting Officer (CO) must provide all awardees a "fair opportunity" to be considered for each order exceeding the micro-purchase threshold issued under multiple delivery-order contracts, unless one of the conditions in paragraph (b)(2) of this FAR section applies; or orders issued under FAR 19.504(c)(1)(ii) applies.

b. Exceptions to Fair Opportunity Consideration.

When the Government has a requirement to place an order which is estimated to exceed the micro-purchase threshold 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 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.

d. Evaluation:

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

e. 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.11.4, 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.12 OMBUDSMAN

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the Ombudsman for this contract as the Contracting Officer. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

G.13 RESERVED

G.14 RESERVED

G.15 RESERVED

G.16 CMS CONTRACT FUNDS MANAGEMENT (CFM) (OCT 2023)

The contractor shall provide a CFM Report which includes information delineated by Contract Line Item Number (CLIN) and Subline Item Number (SLIN) to assist CMS in effectively and efficiently managing contract funds and to assess the contractor’s effectiveness in forecasting, managing and controlling costs. The CFM Report shall be submitted as directed in the Schedule of Deliverables.

This term and condition is intended to augment and work in conjunction with FAR clauses 52.232-20 Limitation of Cost, 52.232-22 Limitation of Funds, and/or 52.212- 4(i)(2) Contract Terms and Conditions – Commercial Products and Commercial Services.

This language does not replace or otherwise negate contract actions required in any FAR or HHSAR clauses.

For Cost Reimbursement CLIN/SLINs, the contractor shall, at a minimum, provide the following CFM information, per CLIN and SLIN.

CFM Report to include the following:

o Basis used for forecasting costs to complete the remainder of the work;

o Identify and explain any variance between billing rates and anticipated end-of-year rates, including impact on cost;

o Indicate if any updates to billing rates are needed, along with rationale;

o Recommendations which may include in-scope work changes, change in level of effort, deobligations, etc. and o Completed Estimate at Completion (EAC) (Attachment J.8a) to include:

Actual costs of work performed by cost element to date;

Forecasted direct and indirect costs to complete the remainder of the work by cost element; and Indirect Cost Rates used for calculations must be identified and separated by contractor accounting/fiscal year using the contractor’s final or anticipated final indirect cost rates, as applicable.

EAC must be submitted in Excel format with fully functioning formulas and not password protected.

For Non-Commercial Product/Service Time and Material CLIN/SLINs, the contractor shall, at a minimum, provide the following CFM information, per CLIN and SLIN.

o Basis used for forecasting labor hours and materials to complete the remainder of the work;

o Indicate fluctuations in materials costs and explain reason for fluctuation;

o Applicable to material, identify and explain any variance between billing rates and anticipated end-of-year rates, including impact on cost;

o Recommendations which may include in-scope work changes, change in level of effort, deobligations, etc.

o Completed Estimate at Completion (EAC) (Attachment J.8b) to include:

Actual labor hours and materials incurred to date;

Forecasted labor hours and materials to complete the remainder of the work;

Indirect Cost Rates used for calculations must be identified and separated by contractor accounting/fiscal year using the contractor’s final or anticipated final indirect cost rates, as applicable.

EAC must be submitted in Excel format with fully functioning formulas and not password protected.

For Commercial Product/Service Time and Materials CLIN/SLINs, the contractor shall, at a minimum, provide the following CFM information, per CLIN and SLIN.

o Actual labor hours and materials incurred to date;

o Forecasted labor hours and materials to complete the remainder of the work;

o Basis used for forecasting labor hours and materials to complete the remainder of the work;

o Indicate fluctuations in materials costs and explain reason for fluctuation;

and o Recommendations which may include in-scope work changes, change in level of effort, deobligations, etc.

For Labor Hour CLIN/SLINs, the contractor shall, at a minimum, provide the following CFM information, per CLIN and SLIN.

o Actual labor hours and materials incurred to date;

o Forecasted labor hours and materials to complete the remainder of the work;

o Basis used for forecasting labor hours to complete the remainder of the work; and o Recommendations which may include in-scope work changes, change in level of effort, deobligations, etc.

The CFM Report will be used to perform a periodic cost underrun and overrun analysis in an effort to efficiently track and evaluate actual costs incurred as the work is being performed.

The Contracting Officer (CO) reserves the right to request additional CFM information as the CO deems appropriate, provided in a format specified by CMS.

Description Frequency of Submission Submitted To CFM Report [and EAC, as applicable]

Submitted [monthly, quarterly, or as deemed appropriate by the CO at the task order level]

Email to CO, CS, and

COR

G.17 352.232-71 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (FEB 2022)

(a) Definitions. As used in this clause - Payment request means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices” and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Department of Treasury Invoice Processing Platform (IPP) or successor system. Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with HHS procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 RESERVED

H.2 352.237-75 KEY PERSONNEL (DEC 2015)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements).