RFP_75R60224R00009_OPTN BOD - Amend 0001.pdf

(x)

75R60224R00009 x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE

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

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

x

Rockville MD 20857

OAMP

5600 Fishers Lane, Rm 14W26B Management and Policy Office of Acquisition

HHS/HRSA/OO/OAMP

05/15/20240001

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

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

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

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

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

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

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

PAGE OF PAGES

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

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

05/02/2024

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

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

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

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

ORDER NO. IN ITEM 10A.

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

TITLE: Organ Procurement and Transplantation Network (OPTN) Board of Directors Support

PROCUREMENT ID: HSB115 C 5956

CONTRACT TYPE: Indefinite Delivery Indefinite Quantity (IDIQ)

The purpose of this amendment is to answer vendor questions. Responses to questions are documented in Attachment H, OPTN BOD Vendor QR (Final RFP). The due date for the receipt of proposal remains unchanged as 12:00 PM, ET, June 13, 2024.

The following documents are amended:

-RFP_7560224R00009_OPTN BOD - Amend 0001

-ATTACH G - Awardable Task Order for BOD Support - Amend 0001

Continued ...

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

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

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

JIMMY K. HUPALAR

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

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

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 2

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

75R60224R00009/0001

CONTRACTING OFFICE POINT OF CONTACT:

Naomi Inazawa

Health Resources and Services Administration

Office of Acquisition Management and Policy

5600 Fishers Lane

Rockville, MD 20857

Phone: 240-461-7245

Email: ninazawa@hrsa.gov

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

Sponsored by GSA

FAR (48 CFR) 53.110

OPTN Board of Directors Support IDIQ RFP No. 75R60224R00009 Amend 0001

SECTION A – STANDARD FORM (SF) 33

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SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Purpose of Contract

The purpose of this Board Support Indefinite-Delivery-Indefinite-Quantity (IDIQ) contract, hereinafter referred to as “Board Support”, is to provide all services, qualified personnel, materials, equipment, and facilities needed to enable the Organ Procurement and Transplantation Network (OPTN) Board of Directors to carry out its statutory and regulatory responsibilities, including the governance, operation, and enhancement of the OPTN. The IDIQ will enable HRSA to facilitate the Board of Directors’ independence and autonomy, transparency, accountability, and performance monitoring.

B.2 Compensation

1. Minimum Dollar Guarantee and Maximum Contract Limitation

Services will be acquired on an as-needed basis through the issuance of task orders. A minimum of $2,500 is guaranteed during the life of the contract. The total cost of all task orders awarded during the life of the contract shall not exceed $50 million.

Individual task orders may be awarded on a cost reimbursement, cost share, labor hour, time and material, firm-fixed price, or any combination. Task orders will be fully funded at the time of award and may contain option periods.

2. Loaded Labor Category (LCAT) Ceiling Rates for Firm-Fixed Price, Time & Materials, and

Labor Hour TOs

The maximum unloaded hourly rates (specified below) are ceiling rates for the life of the contract.

These rates will be utilized as the rates for Firm-fixed Price, T&M, and Labor-hour task order types. Contractors shall not exceed these rates, for any reason. The Contractor is encouraged to propose lower rates at the TO level. Contractors must adhere to HHSAR 352-231-70 Salary Rate Limitation (DEC 2015) and cannot bill the Government for more than the Executive Level II annual salary. For task orders whose period of performance extends beyond the base contract period of five years, Contractors shall use the same escalation rate used to escalate rates for year four (4) and beyond.

Labor Category* Base Period Option Period One

Option Period Two

Option Period Three

Option Period Four

6-Month Extension

(FAR 52.217-8)

*The offeror shall include a description of the labor categories as part of the Business Proposal.

B.3 Cost Reimbursable Task Order

In accordance with the requirements stated in the contract, and in consideration of the satisfactory performance of the work performed in Section J, Attachment A, Performance Work Statement, the Government will reimburse the contractor on a cost-reimbursement basis for task orders of this type.

Each task order awarded under the contract on a cost-reimbursement basis shall include one or more of the labor categories in Section B.2, proposed labor rates for specific contracts shall not exceed the maximum rates set forth in B.2. All other direct costs, e.g., travel, supplies, etc., shall be reimbursed in accordance with individual cost proposals received under the task order and the requirements stated in the task order.

The Government is not obligated to reimburse the Contractor for any cost incurred in excess of each task order amount unless and until the Contractor has received written notification from the Contracting Officer, which modifies the task order amount. The Contractor shall notify the Contracting Officer in accordance with FAR 52.232-22 Limitation of Funds (APR 1984). No notice, communication or representation in any other form or from any person other than the Contracting Officer shall affect the value of the task orders.

1. Allowable Costs

Costs shall be determined by the Contracting Officer to be allowable in accordance with FAR Clause 52.216-7 Alt IV, Allowable Cost and Payment (Aug 2018) of the General Provisions and provisions of this Article.

2. Direct Costs

Unloaded Labor Category (LCAT) Ceiling Rates

The maximum unloaded hourly rates (specified below) are ceiling rates for the life of the contract.

These rates will be utilized as the rates for Cost types of TOs. Contractors shall not exceed these rates, for any reason. Contractors must adhere to HHSAR 352-231-70 Salary Rate Limitation (DEC 2015) and cannot bill the Government for more than the Executive Level II annual salary.

For task orders whose period of performance extends beyond the base contract period of five years, Contractors shall use the same escalation rate used to escalate rates for year four (4) and beyond.

Labor Category*

Base Period

Option Period

One

Option Period Two

Option Period Three

Option Period Four

6-Month Extension

(FAR

52.217-8)

*The offeror shall include a description of the labor categories as part of the Business Proposal.

If a cost-reimbursement type task order is awarded, the contractor shall be reimbursed for all costs described below, incurred directly and specifically in the performance of the contract, claimed by the contractor and accepted by the Contracting Officer as in accordance with FAR Part 31.7:

a. Salaries and wages of the contractor’s employees directly employed in performing the work required by the contract. Related fringe benefits if treated as a direct cost; otherwise, fringe benefits may be claimed as part of indirect costs below.

b. Materials and services required in the performance of the contract, after deducting all discounts for the purchase of such materials and services.

c. Consultant fees or other payments to consultants required in the performance of this contract shall not exceed the daily rate of $750/day, exclusive of travel costs. Consultant fees or other payments over the daily rate shall receive written approval by the Contracting Officer.

d. Travel and subsistence expenses exclusively in direct performance of the contract. The contractor shall be reimbursed for transportation costs and travel allowances in accordance with the established policy of the contractor, but subject to the following limitations:

i. Such transportation cost shall not be reimbursed in an amount greater than the cost of first-class rail or of economy air travel, unless economy air travel and economy air travel space are not available, and the contractor certifies to the facts in the voucher or other documents submitted for reimbursement. Travel allowances for per diem shall not exceed the prevailing Government rate except within the corporate limits of those cities and other specified areas where higher ceiling rates have been established by the General Services Administration (GSA) for Civil Service employees in travel status.

ii. The contractor shall be reimbursed for the cost of travel performed by its personnel in their privately owned automobile at the prevailing Government rate set by the Federal Travel Regulations, not to exceed the cost by the most direct economy air route between the points so traveled. If more than one person travels in such automobile, no additional charge shall be made by the contractor for such travel between such points.

iii. HRSA will not reimburse travelers for unauthorized or excess expenses.

3. Prior Authorization of Certain Direct Costs

Subcontracts :

a. Requirements for subcontracts are governed by FAR Clause 52.244-2, Subcontracts (Jun 2020) of the General Provisions except as may be indicated herein. The extent of subcontracting shall be in compliance with FAR 52.219-14 Limitations on Subcontracting (Oct 2022).

b. The contractor shall not incur any of the following costs without the prior written approval of the Contracting Officer. Incurrence of such costs with the intent of claiming reimbursement as direct costs under this contract shall be at the Contractors own risk:

i. Purchase or rental of any item of equipment, including furniture or office equipment, regardless of cost;

ii. Any rental agreement for real or personal property, or any term contract for maintenance;

iii. Travel for general scientific meetings; and

iv. Rearrangement, alternation, or relocation of facilities.

4. Indirect Costs

a. The allowable indirect costs under this contract shall be established in accordance with the General Provisions of this contract and FAR 52.216-7 Alt IV, Allowable Cost and Payment (Aug 2018).

b. Pending the establishment of the negotiated indirect cost rates the provisional rates below are approved for billing purposes only.

c. The fixed ceiling contract rates should be used for the life of the contract unless the cognizant auditing agency established lower rates.

Type Provisional Rate Fixed Ceiling Contract Rate

Fringe Benefits

Overhead

G&A

d. If the contractor does not have a current rate agreement, within the first ninety (90) days after the effective date of this contract, the contractor shall initiate a request for indirect cost rate agreement from the following:

Division of Financial Advisory Services

OAMP/OALM

National Institutes of Health 6011 Executive Blvd Room 549C-1 Rockville, MD 20852 301-496-4137 Inquiry Email: dfas-idc@nih.gov Submission Email: indirectproposalsub@nih.gov Website: https://oamp.od.nih.gov/division-of-financial-advisory-services/indirect-cost-branch/indirect-cost-submission

The request shall be accompanied by an indirect cost rate proposal and its supporting data. If the contractor does not comply with these requirements within the allotted time frame, then the Contracting Office will suspend all indirect costs being billed after ninety

(90) days. Failure to initiate an indirect rate agreement shall preclude the contractor from future task order awards.

e. The final indirect cost rates applicable to this contract shall not exceed the ceiling rates listed above; provided, however, that in the event the rates are determined by the cognizant negotiated indirect cost official, on the basis of actual allowable costs to be less than the provisional and ceiling rates agreed to herein, then the lower rates as mailto:indirectproposalsub@nih.gov https://oamp.od.nih.gov/division-of-financial-advisory-services/indirect-cost-branch/indirect-cost-submission https://oamp.od.nih.gov/division-of-financial-advisory-services/indirect-cost-branch/indirect-cost-submission established by such cognizant official shall apply.

f. Notwithstanding the foregoing, the contractor shall comply with the requirements of FAR 52.232-20 – Limitation of Cost (Apr 1984).

5. Fixed Fee

The Offeror shall propose a fixed fee structure for cost reimbursement type Task Orders.

Cost Reimbursement

Fixed Fee Range

The fixed fee shall be payable in monthly installments or in accordance with the established payment schedule in accordance with FAR Clause 52.216-8 Fixed Fee (Jun 2011) of the General Provisions upon determination by the Contracting Officer that the performance was satisfactory.

6. Task Order Payment Schedule

Task Order payment schedules shall be determined at the Task Order level.

SECTION C – DESCRIPTION / SPECIFICATIONS

C.1 Performance Work Statement

Independently and not as an agent of the Government, the contactor shall furnish all personnel, material, facilities, services, and equipment as needed to perform the services under this contract and as set forth in Section J, Attachment A and made part of this contract.

SECTION D – PACKAGING AND MARKING

All reports and documents shall have, at a minimum in the document header, the contract number, and the COR’s name. All reports and documents shall have, at a minimum in the document footer, the author in the lower left corner, the page # of total # of pages in the center bottom of the page, and the date and /or version of the document (not the auto date) in the lower right corner.

The contractor shall deliver all items at the time indicated in the Deliverables Schedule at the Task Order level.

All deliverable reports are to carry at the top of the first page the following information:

1. Contract number/Task order number

2. Deliverable item number

3. Deliverable item delivery due date

4. Date of submission

SECTION E – INSPECTION AND ACCEPTANCE

E.1 Inspection and Acceptance

The Contracting Officer Representative (COR), as a duly authorized representative of the Contracting Officer, shall assume the responsibilities for monitoring contractor performance, evaluating the quality of services provided by the contractor and performing final inspection and acceptance of all deliverables. Each Task Order issued under this contract will designate a COR to inspect and accept all work and services performed.

E.2 Inspection

FAR 52.246-4 Inspection of Services - Fixed-Price (Aug 1996) applies to fixed-price type task orders and is hereby incorporated by reference.

FAR 52.246-5 Inspection of Services - Cost Reimbursement (Apr 1984) applies to cost-reimbursement type task orders and is hereby incorporated by reference.

FAR 52.246-6 Inspection Time-and-Material and Labor-Hour (May 2001) applies to Time-and- Material and Labor Hour type task orders and is hereby incorporated by reference.

E.3 Quality Assurance Surveillance Plan (QASP)

The Government will monitor the Contractor’s performance under this contract in accordance with the

QASP.

The contractor shall perform all the requirements identified in this contract/task orders. The contractor shall supervise the reviews in accordance with Government Auditing Standards. The Task Order COR shall review and approve all work products and deliverables submitted by the contractor in accordance with the terms and conditions identified under the contract/task orders.

HRSA reserves the right to obtain and review working papers from the contractor for the period beginning with the effective date of the contract/task orders through its termination. These reviews shall be conducted at HRSA’s discretion at either the contractor’s site or at the appropriate HRSA office. When reviewed at the HRSA’s site, the working papers will be sent to the HRSA office for review and evaluation by HRSA staff. After completion of the review, HRSA may hold a conference with the contractor to discuss any issues. HRSA may choose to visit the contractor or subcontractor site during the audit to assess performance of the review.

The contractor shall maintain an internal quality control program adequate to ensure that the requirements of the contract/task orders are met.

As with the working paper review, HRSA reserves the right to obtain and review all working papers associated with the contractor’s internal quality control program. These reviews shall be conducted at HRSA’s site, the working papers will be sent to the HRSA office for review and evaluation by HRSA staff. After completion of the review, HRSA may hold a conference with the contractor to discuss any issues. HRSA may choose to visit the contractor and/or the subcontractor’s site during the review to assess performance of the reviews.

The QASP will be completed at task order award.

SECTION F – DELIVERIES OR PERFORMANCE

F.1 Period of Performance

The period of performance shall be a base ordering period of (12) months and four (4) twelve-month option ordering periods.

F.2 Place of Performance

The Place of Performance for this contract may vary and will be determined at the Task Order level, based on HRSA needs.

F.3 Observance of Federal Holidays

It is anticipated that no services or deliveries shall be performed on Saturdays, Sundays or Federal legal holidays, or any other Government closures unless superseded by the language set forth in individual task orders.

Official Holidays:

New Year’s Day January 1st Martin Luther King, Jr. Birthday 3rd Monday in January Washington’s Birthday 3rd Monday in February Memorial Day Last Monday in May Juneteenth National Independence Day June 19th Independence Day July 4th Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veterans Day November 11th Thanksgiving Day 4th Thursday in November Christmas Day December 25th *Inauguration Day January 20th (following a Presidential election)

For work to be performed at Government site(s):

1. No services or deliveries shall be performed, nor shall HRSA reimburse a contractor for work performed on Saturdays, Sundays, Federal legal holidays, holidays set forth by Presidential Executive Order and any other Government closures, including closures for inclement weather, unless otherwise provided for in the terms of the contract. The contractor may not bill for hours not worked.

2. When the Government site is closed, there may be a rare emergency situation or a necessity for critical work to continue where the Contracting Officer or the Head of Contracting Activity may authorize work at the fixed hourly rate set forth in the contract.

F.4 Schedule of Deliverables

The contractor shall ensure all products and services delivered under Task Orders and this IDIQ contract are compliant with Section 508 in accordance with the Health and Human Services Acquisition Regulation (HHSAR). These Section 508 Standards were issued by the United States Access Board (https://www.access-board.gov/) and published in the Federal Register, on January 18, 2017, as the final rule (https://www.access-board.gov/guidelines-and-standards/communications-and- it/about-the-ict-refresh/final-rule). The final rule updates the Section 508 Standards along with accessibility guidelines for telecommunication products and equipment covered by section 255 of the Communications Act.

http://www.access-board.gov/) http://www.access-board.gov/) http://www.access-board.gov/guidelines-and-standards/communications-and-http://www.access-board.gov/guidelines-and-standards/communications-and-http://www.access-board.gov/guidelines-and-standards/communications-and-

The Section 508 Standards applicable to this contract are:

• Section 508 Standards and Guidelines (https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and- guidelines)

• Web Content Accessibility Guidelines (WCAG) 2.0

• Success Criteria, Level A and AA

• Chapter 3: Functional Performance Criteria (FPC)

• Chapter 5: Software

• Chapter 6: Support Documentation and Services

Regardless of format, all digital content or communications materials produced as a deliverable under this contract must conform to applicable Section 508 standards to allow federal employees and members of the public with disabilities to access information that is comparable to information provided to persons without disabilities. The contractor is responsible for remediating all deliverables that do not comply with the applicable requirements as set forth below.

HHS guidance regarding accessibility of documents can be found at http://www.hhs.gov/web/section-508/making-files-accessible/index.html

ICT vs. EIT In various places throughout HHS procurements and other Federal agencies’ contracting documents, you will see references to “EIT” (Electronic and Information Technology) and “ICT” (Information and Communications Technology). HHS considers these terms to be interchangeable, and “EIT” should always be interpreted to be “ICT” in any HHS procurement.

Note – The HHS Section 508 Product Assessment Template (PAT), that is referenced in Health and Human Services Acquisition Regulation (HHSAR) 352.239-73 Electronic Information and Technology Accessibility Notice (Dec 2015). Paragraph (c) and HHSAR 352.239-74 Electronic and Information Technology Accessibility (Dec 2015). Paragraph (b), (d) and (e) has been replaced with the Voluntary Product Accessibility Template (VPAT) Version 2.1 or later, is considered to meet HHS PAT requirement. The new form can be downloaded from https://www.itic.org/policy/accessibility/vpat.

Each Task Order shall require a specific list of deliverables and required due dates. Delivery dates shall be based on calendar days. Submission email address or physical address, and submission format will be identified in each Task Order.

F.5 Reporting Requirements and Deliverables

1. The Contractor shall submit the items in quantities and during the time periods indicated above to the following address or electronically as mutually agreed:

[To be completed at time of task order award]

2. The Contractor shall submit each deliverable items individually per the deliverable schedule.

F.6 Clauses and Provisions

FAR Clause No. Title Date

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 http://www.access-board.gov/guidelines-and-http://www.access-board.gov/guidelines-and-http://www.hhs.gov/web/section-508/making-files-accessible/index.html http://www.itic.org/policy/accessibility/vpat http://www.itic.org/policy/accessibility/vpat

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Designation of Contracting Officer Representative (COR)

The person identified below is hereby designated as the IDIQ Contracting Officer Representative (COR). Each task order will designate a Task Order COR to ensure the technical objectives are met.

The Task Order COR shall provide the necessary information, direction, coordination, within the contractual work description.

Base IDIQ Contract COR:

TBD

U.S. Dept. of Health and Human Services Health Resources and Services Administration 5600 Fishers Lane Rockville, MD 20857

Phone Number: TBD Email: TBD

G.2 Contracting Officer’s Representative’s Responsibility

1. Technical Direction

The COR will provide the necessary information, direction, and coordination within the confines of the existing contractual work description in order for the contract to have a successful outcome for the government.

This includes providing technical direction to the contractor to guide the contract effort in order to accomplish the contractual performance work statement. This may include providing information to the contractor for assistance in the interpretation of government provided information, specifications or technical portions of the work description, and where required by the contract, review and approval of product deliverables of the contractor to the Government under the contract.

2. Contract Progress and Performance Management

The COR will be responsible for preparing performance evaluations in accordance with FAR 42.1502.

G.3 Restrictions on the Contracting Officer’s Representative’s Authority

Direction given by the COR to the contractor must be within the parameters of the performance work statement as stated in the Contract.

The COR may not issue any direction to the contractor that:

1. Solicits a proposal, or

2. Constitutes an assignment of additional work outside the performance work statement of this Contract, or

3. In any manner causes an increase in the total contract cost or the time required for contract performance, or

4. Changes any of the express terms, conditions, or specifications of the Contract (e.g., changes in the price or scope of work, instructions to start or stop work, approval of any actions that will result in additional charges to the government).

Issuance of changes that affect the articles, terms, or conditions of this contract will be accomplished through the Contracting Officer, who is the only party who can determine if a direction is within the performance work statement.

G.4 Key Personnel

The following individuals are designated as Personnel and considered to be essential to the work being performed under this contract:

Pursuant to the Key Personnel clause (HHSAR 352.242-70) referenced in Section I of this contract, the following individual(s) is (are) designated as Key Personnel and considered to be essential to the work being performed under this contract:

Key Personnel for the IDIQ:

• Project Manager

Key Personnel for Task Orders (TOs) will be determined at the TO level.

Prior to removing, replacing, or diverting the specified individual(s), the Contractor shall notify the Contracting Officer in writing and reasonably in advance, and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract and/or program. No diversion shall be made by the Contractor without the written consent of the Contracting Officer, provided that the Contracting Officer may ratify in writing changes made due to events beyond the control of the Contractor, and such ratification shall constitute the consent of the Contracting Officer required by this clause. Examples of events beyond the control of the Contractor are: (1) prolonged sickness, (2) termination of employment, and (3) death. Key personnel, with the consent of the Contracting Officer, may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

G.5 Staffing Requirements

In performing duties under this contract and task orders, all personnel shall act in a professional manner. The general responsibilities of all contract/task order personnel are as follows:

1. Consistently exhibit teamwork (including with other vendors) and provides best value for customers by improving the quality of customer interaction and communication, and internally improving communication to increase the quality and value of service provided.

2. Demonstrate proactive behavior, provides timely responsiveness, and exhibits a sense of ownership and commitment in all dealings.

3. Consistently perform timely follow through to ensure quality completion of customer actions. Actively engages in customer partnering sessions and lessons learned sessions.

On a regular basis, shows initiative in problem identification and resolution.

4. Maintain the integrity and security of federally-owned property, including equipment, supplies, and information technology related hardware, software and data.

5. Effectively plan, organize, and prioritize work to accommodate agreed to dates/timelines as noted in task orders and produce clear and effective results of acceptable quality.

6. Refer new or unusual circumstances in a timely manner to the COR for guidance.

G.6 Evaluation of Contractors Performance

Interim and final evaluation of contractor performance (including options) on this contract shall be conducted in accordance with FAR Subpart 42.15 and entered into the Contractor Performance Assessment Reporting System (CPARS) (www.cpars.gov) (see Section J, Attachment D).

The Government will conduct an evaluation of contractor performance based on the completion of task orders issued under this contract that exceed $250,000.00.

G.7 Request for Task Order Proposal (RFTOP) Procedures

1. The contractor will be provided with an RFTOP, which shall include a performance work statement, statement of work, statement of Objective, schedule of deliverables, period of performance, surveillance plan (if required), task order type, and additional instructions as needed for each individual task order request.

2. The due date for task order proposals will be stated in each RFTOP and determined on a case-by-case basis, depending on the complexity of the requirement.

3. The contractor shall submit separate technical and cost/price proposals for each RFTOP issued unless expressly stated otherwise within the RFTOP.

4. Task orders may be awarded on a unilateral basis by the Government. If a task order is issued unilaterally, the contractor must begin work immediately, adhering to the dollar limit and period of performance stated on the face page of the task order.

G.8 Task Order Issuance

Task Orders may be issued by email or other electronic methods. Each task order awarded under this IDIQ contract will contain the following minimum information:

• Date of task order award

• Contract number and task order number

• Labor rates and hours of the proposed staff (if applicable)

• Pricing arrangement (i.e., fixed-price or cost-reimbursement)

• Total cost/price of task order

• Accounting and appropriation data

• Statement of work or performance work statement, schedule of deliverables, surveillance plan, and any special instructions

• Period of performance

• Key Personnel (if applicable)

• Name and contact information of the Task Order COR

G.9 Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP)

All Invoice submissions for goods and or services delivered to facilitate payments must be made electronically through the U.S. Department of Treasury’s Invoice Processing Platform System (IPP).

Invoice Submission for Payment means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial items contracts. The IPP website address is: https://www.ipp.gov.

The Department of Treasury will enroll the Contractors new to IPP. The Contractor must follow the https://www.ipp.gov/

IPP registration email instructions for enrollment to register the Collector Account for submitting invoice requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive Registration email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 to 5 business days of the contract award for new contracts or date of modification for existing contracts.

Registration emails are sent via email from ipp.noreply@mail.eroc.twai.gov. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email to IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

The Contractor POC will receive two emails from IPP Customer Support, the first email contains the initial administrative IPP User ID. The second email, sent within 24 hours of receipt of the first email, contains a temporary password. You must log in with the temporary password within 30 days.

If your company is already registered to use IPP, you will not be required to re-register.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment as authorized by HHSAR 332.7002, a written request must be submitted to the Contracting Officer to explain the circumstances that require the authorization of alternate payment procedures.

Additional HRSA Invoice Requirements:

i. The contractor shall submit invoices under this contract once per month or as specified in the payment schedule. For indefinite delivery vehicles, separate invoices must be submitted for each order.

ii. Invoices must break-out price/cost by contract line item number (CLIN) as specified in the pricing section of the contract.

iii. Invoices that include time and materials or labor hours CLINS must include supporting documentation to (1) substantiate the number of labor hours invoiced for each labor category, and (2) substantiate material costs incurred (when applicable).

iv. Invoices that include cost-reimbursement CLINs must be submitted in a format showing expenditures for that month, as well as contract cumulative amounts. At a minimum the following cost information shall be included, in addition to supporting documentation to substantiate costs incurred.

Direct Labor - include all persons, listing the persons name, title, number of hours worked, hourly rate, the total cost per person and a total amount for this category;

Indirect Costs (i.e., Fringe Benefits, Overhead, General and Administrative, Other Indirects) - show rate, base and total amount;

Consultants (if applicable) - include the name, number of days or hours worked, daily or hourly rate, and a total amount per consultant;

Travel - include for each airplane or train trip taken the name of the traveler, date of travel, destination, the transportation costs including ground transportation shown separately and the per diem costs. Other travel costs shall also be listed;

Subcontractors (if applicable) - include, for each subcontractor, the same data as required for the prime Contractor;

Other Direct Costs - include a listing of all other direct charges to the contract, i.e., office supplies, telephone, duplication, postage; and

Fee - amount as allowable in accordance with the Schedule and FAR 52.216-8 if applicable.

HHSAR 352.232-71 Electronica Submission of Payment Requests

(1) 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.

(2) 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.

(3) 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.

(4) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request. (End of Clause) http://www.ipp.gov/

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Minimum Eligibility Requirements

Offerors submitting proposals for the Board Support contract shall be subject to certain restrictions due to the organizational conflict of interest concerns detailed in Section H.2.

• Offeror must be a non-profit entity at the time of proposal submission. Non-profit means being a 501(c) organization recognized as such by the IRS and be registered in Sam.gov as a non-profit organization.

• Offeror must be able to perform as an independent and separate contractor from other OPTN contractor(s). For the purposes of this solicitation, this means that the Board Support contractor is neither financially nor operationally dependent, in whole or in part, on any OPTN Operations IDIQ contractor or subsidiary. This includes not being a Prime or subcontractor on any other OPTN contracts or task orders for the life of the contract. Any subcontractors for the Board Support cannot be a subcontractor for the OPTN operations IDIQs or task orders.

H.2 Organizational Conflict of Interest (OCI)

1. PRE-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

General: The Contractor shall have programs to identify, report to HRSA, and mitigate actual and potential conflicts of interest for itself, its employees, subcontractors, and consultants. Any proposed mitigation plans must be approved by HRSA. The existence of such programs and the disclosure of known actual or potential conflicts are material performance requirements of this contract.

In accordance with FAR Subpart 9.5, all contractors submitting proposals in response to this solicitation must:

(1) Identify any actual, potential or perceived organization conflicts of interest or, in the absence of such conflicts, represent that no such organizational conflicts of interest exist.

(2) If any perceived organizational conflict is identified, provide an explanation why an actual or potential organizational conflict of interest does not exist.

(3) If any actual or potential organizational conflict exists, include a mitigation plan for addressing the conflict.

Disclosure: The contractor may be disqualified from award if it fails to provide or makes any misrepresentation in connection with required OCI disclosures. The contractor shall disclose all OCIs that arise during the solicitation. The contractor is required to flow down to its subcontractor OCI restrictions. Misrepresenting or failing to disclose information related to OCIs may result in termination for default, debarment, prosecution for making of false statement, or other severe consequences.

An organizational conflict of interest has been perceived because of the nature of the work being procured under this HRSA OPTN Board Support solicitation and the desire to ensure the board's independence. The work under this solicitation requires the awardee of this contract to:

1. Work directly with the OPTN Board of Directors and potentially have access to non-public information; 2. Review and guide the draft output of all other OPTN contractors; 3. providing feedback to the COR and OPTN on deliverables from other OPTN contractors; and 4. Establish and refine internal controls, operations, strategies, and other policies and procedures necessary to ensure efficient and comprehensive management of the OPTN. The Contractor performing these services would have an unfair competitive advantage in competing for task orders under all other OPTN contracts. Further, the performance of the OPTN board support contractor must ensure the board's independence, and as such, the Contractor must not be perceived as having unequal access to information or impaired objectivity; therefore, it is prohibited from competing for all other OPTN contracts for the duration of the IDIQ contract and resulting task orders.

In addition, the recent amendment to the National Organ Transplant Act of 1984 (42 USC 274 et seq.), made through Public Law 118-14, requires that the OPTN be operated through awards that are distinct from the awards made to support the OPTN board of directors.

In addition, given the work required under this solicitation mentioned above, a perceived organizational conflict has been identified for bidders under all other OPTN solicitations for OPTN Transformation Services; Operations; Organ Allocation and Distribution (Matching) System, Information Technology, and Data; and Communications. The services and products under this contract and its resulting task orders shall be independent and beyond the question of integrity. It is perceived that the performance of services under these contracts would impair the Contractor's objectivity for the services required for the OPTN Board Support solicitation;

therefore, the OPTN Board Support contractor is prohibited from holding a contract or performing any task orders under the OPTN solicitations listed above.

2. POST-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

Ongoing Contractor Monitoring and Mitigation: The Contractor shall have programs in place to identify, report to HRSA, and mitigate actual and potential organizational conflicts of interest for itself, its employees, subcontractors and consultants. Any proposed mitigation plans must be approved by HRSA. The existence of such programs and the disclosure of known actual or potential organizational conflicts are material performance requirements of this contract.

Disclosure and Reporting to HRSA: The Contractor shall report all actual and potential organizational conflicts of interest pertaining to this contract to the Contracting Officer, including those that would be caused by a contemplated modification to this contact or another contract.

Such reports shall be in writing (including by email). Upon request, the Contractor shall respond to a Contracting Officer's request for an OCI mitigation plan.

Resolution: In the event the Contracting Officer determines that an actual or apparent organizational conflict of interest exists, the Contracting Officer shall take action, which may include requesting a mitigation plan from the Contractor, terminating part or all of the contract, modifying the contract, or obtaining a waiver in accordance with a FAR 9.503 as appropriate.

H.3 Use of Appropriated Funds to acquire Food/Light Refreshments

It is the Department's policy that appropriated funds (whether from an annual appropriation, multi-year appropriation, appropriated user fee, mandatory appropriation, gift funds, or reimbursements from such appropriations, etc.) shall not be used to purchase food (whether for conferences or meetings; for meals, light refreshments, or beverages) for federal or nonfederal participants.

H.4 Equal Employment Opportunity Posters

In order to comply with the notice posting requirements of FAR 52.222-26 Equal Opportunity as incorporated into the contract, the contractor shall obtain the posters from the following link:

https://www.eeoc.gov/employers/poster.cfm.

SECTION I – CONTRACT CLAUSES

I.1 Federal Acquisition Regulation (FAR) (48 CFR Chapter 1) Contract Clauses

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) The 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. In addition, the full text of a clause may be accessed electronically at http://www.acquisition.gov/far/.

FAR 52.252-5 Authorized Deviations in Clauses (Nov 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Health and Human Services Acquisition Regulation (48 CFR Chapter 3) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

Clause No. Title Date

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions on Subcontractor Sales to the Government JUN 2020 52.203-7 Anti-Kickback Procedures JUN 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal MAY 2014 Or Improper Activity 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity MAY 2014 52.203-12 Limitation of Payments to Influence Certain Federal JUN 2020 Transactions 52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021 52.203-17 Contractor Employee Whistleblower Rights and Requirement JUN 2020 To Inform Employees of Whistleblower Rights 52.203-18 Prohibition on Contracting with Entities that Require Certain JAN 2017 Internal Confidentiality Agreements or Statements – Representation 52.203-19 Prohibition on Requiring Certain Internal Confidentiality JAN 2017 Agreements or Statements 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber MAY 2011 Content Paper 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier JUN 2020 Subcontract Awards 52.204-13 System for Award Management Maintenance OCT 2018 52.204-15 Service Contract Reporting Requirements for Indefinite OCT 2016 Delivery Contracts 52.204-22 Alternative Line Item Proposal JAN 2017 52.209-6 Protecting the Government’s Interest When Subcontracting NOV 2021 with Contractors Debarred, Suspended, or http://www.acquisition.gov/far/

Proposed for Debarment 52.209-9 Updates of Publicly Available Information Regarding OCT 2018 Responsibility Matters 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations NOV 2015 52.210-1 Market Research NOV 2021 52.215-2 Audit and Records—Negotiation JUN 2020 Alternate II AUG 2016 52.215-8 Order of Precedence—Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-12 Subcontractor Certified Cost or Pricing Data JUN 2020 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement JUL 2005 Benefits (PRB) Other Than Pensions 52.215-19 Notification of Ownership Changes OCT 1997 52.215-21 Requirements for Certified Cost or Pricing Data and Data NOV 2021 Other Than Certified Cost or Pricing Data—Modifications Alternate III OCT 1997 52.215-23 Limitations on Pass-Through Charges JUN 2020 52.216-7 Allowable Cost and Payment Alt IV AUG 2018 52.216-8 Fixed Fee JUN 2011 52.219-8 Utilization of Small Business Concerns OCT 2022 52.219-9 Small Business Subcontracting Plan OCT 2022 Alternate II NOV 2016 52.219-16 Liquidated Damages - Subcontracting Plan SEP 2021 52.219-28 Post-Award Small Business Program Representation OCT 2022 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEPT 2016 52.222-35 Equal Opportunity for Veterans JUN 2020

52.222.36 Equal Opportunity for Workers with Disabilities JUN 2020 52.222-37 Employment Reports on Veterans JUN 2020 52.222-40 Notification of Employee Rights Under the National Labor DEC 2010 Relations Act 52.222-50 Combating Trafficking in Persons NOV 2021 52.222-54 Employment Eligibility Verification MAY 2022 52.222-55 Minimum Wages Under Executive Order 13658 JAN 2022 52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2022 52.223-6 Drug-Free Workplace MAY 2001 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving JUN 2020 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.224-3 Privacy Training JAN 2017 52.226-1 Utilization of Indian Organizations and Indian-Owned Economic

Enterprises

JUN 2000

52.227-1 52.227-2

Authorization and Consent Notice and Assistance Regarding Patent and Copyright Infringement

JUN 2020

JUN 2020

52.227-14 Rights in Data—General MAY 2014 52.228-7 Insurance–Liability to Third Persons MAR 1996 52.229-3 Federal, State, and Local Taxes FEB 2013 52.230-2 Cost Accounting Standards JUN 2020 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts NOV 2021 52.232-8 Discounts for Prompt Payment FEB 2002 52.232-9 Limitation on Withholding of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-20 Limitation of Cost APR 1984 52.232-23 Assignment of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer – System for Award

Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business…