RFP .doc

Department of Health & Human Services

Centers for Medicare & Medicaid Services

7500 Security Boulevard, Mail Stop C2-21-15

Baltimore, Maryland 21244-1850

Acquisition and Grants Group

DATE: July 30, 2010

SUBJECT:

Request for Proposal (RFP) Number: RFP-CMS-2010-0051, True Out of Pocket System (TrOOP) (Reference Pre-solicitation Notice APP100533LA) The Centers for Medicare & Medicaid Services (CMS) under the subject RFP, is soliciting proposals and intends to award a Fixed Price contract for the subject need in accordance with the terms and conditions of the attached requirement.

The Contracting Officer reserves the right to award any other type of contract deemed necessary to support the needs of the Agency. This is anticipated to be a 12 month term effort effective from date of award, with nine 12 month option periods.

Please review all requirements of the RFP. Special attention is directed to Section C, Specifications, Work Statement,” Section L, “Proposal Instructions,” which includes instructions for preparation of the technical and business proposal, and Section M, “Evaluation Factors for Award.”

Section L provides detailed instructions on submitting your proposal. Evaluators will neither make assumptions nor draw inferences regarding missing or incomplete data; therefore, it is imperative that all requested information is included with your proposal. Proposals will be evaluated in accordance with the criteria contained in Section M. You are advised that an award may be made without discussion. Your initial offer should contain your best offer from a technical and cost standpoint.

Please be advised that this RFP does not commit the Government to pay any cost for the preparation and submission of a quotation. In addition, the Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds in connection with this procurement. CMS anticipates making awards without discussions.

Sincerely, Louis Anderson Contract Specialist

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

BRIEF DESCRIPTION OF SERVICES

Section 1860D-2(b)(4)(D) of the Social Security Act (the Act) authorizes the Secretary to establish procedures for determining whether costs for Part D eligible individuals are being reimbursed through insurance or otherwise, a group health plan, or other third party arrangement and for alerting the Part D plans in which such individual are enrolled about the other prescription drug coverage. Section 1860D-23 of the Act requires Part D plan sponsors to coordinate benefits with State Pharmaceutical Assistance Programs (SPAPs) and other providers of prescription drug coverage. When a Medicare Part D beneficiary has other prescription drug coverage, coordination of benefits (COB) permits the plans that provide coverage for the same beneficiary to determine each of their payment responsibilities. This process is necessary in order to avoid duplication of payment and prevent Medicare from paying primary when it is the secondary payer.

Section 1860D-2 of the Act provides beneficiaries with protection against high out-of-pocket expenditures by requiring Part D sponsors to track beneficiary “true out-of-pocket” (TrOOP) expenditures. Costs for covered Part D drugs are treated as “incurred” only if they were paid by the individual (or by another person, such as a family member, on behalf of the individual), paid on behalf of a low-income subsidy-eligible individual under the Section 1860D–14 provisions, or paid under an SPAP. Costs do not count as “incurred” when no benefits are provided because of the application of either formulary or Medicare Secondary Payer (MSP) rules, or when costs are reimbursed by a third party. Therefore, only certain costs not paid for by the Part D Plan count toward TrOOP. In Part D, COB also serves the function of providing a mechanism supporting the tracking and calculating to beneficiaries’ TrOOP.

B.2

TYPE OF CONTRACT (FP)

This is a Fixed-Firm Price severable completion contract.

This contract will consist of a CLIN structure. The CLIN structure is defined as follows:

CLIN 0001

Fixed Price

CLIN 0002

Fixed Price per Transaction

CLIN 0003

Cost-Plus Fixed Fee (CPFF)-Adhoc and Security Activities

Base

Option 1

Option 2

Option 3

Option 4

Option 5

Option 6

Option 7

Option 8

Option 9

B.3

PAYMENT SCHEDULE

Payment will be made based on the deliverables schedule, commencing the first month after each deliverable is issued. As referenced in Section C, Statement of Work, Items to be Furnished and Deliverable Schedule, payment will be made after each deliverable is received. This schedule will continue for the duration of this contract.

CLIN 1 Fixed Price 12 Month Payment Schedule-TBD CLIN 2 Fixed Transaction rate(s) x Actual # of Transactions- TBD CLIN 3 Fee Schedule and Withholding - TBD

b. Prior to payment the COTR will acknowledge, by signature on each invoice, receipt of the deliverable charges.

B.4

INDIRECT CEILING RATES (CLIN 3)

The government is allowing a ceiling on the vendor’s indirect rates identified in Section G of this contract. This ceiling allows the Government to address reasonable business fluctuations across contract years. The indirect rate ceilings for this contract are as follows and apply to all contract years as exercised unless otherwise addressed by a contract modification: -TBD (ex. Fringe, OH, G&A, Material Handling, etc.)

Section C— DESCRIPTION/SPECIFICATIONS/WORK STATEMENT See Attachment J.

SECTION D - PACKAGING AND MARKING

All deliverables required under this contract shall be shipped and marked in accordance with contract Section F.1 (Deliverables), the Statement of Work Schedule of Deliverables, and any additional requirements set forth in individual task orders. All deliverables must meet the applicable 508 standard identified in the Statement of work for electronic submission of documentation.

SECTION E - INSPECTION AND ACCEPTANCE

E.1

INSPECTION AND ACCEPTANCE

A. All work under this contract is subject to inspection and final acceptance by the Contracting Officer or dully authorized representative of the Government.

B. The Government’s COTR 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.3 below.

E.2

APPROVAL BY THE COTR

All items to be delivered to the COTR will be deemed to have been approved 60 calendar days after date of delivery, except as otherwise specified in this contract, if written approval or disapproval has not been given within such period. The COTR’s approval or revision to the items submitted shall be within the general scope of work stated in this contract.

E.3

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effects 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/these address (es): http://acquisition.gov/far/index.html

52.246-4 INSPECTION OF SERVICES (FIXED PRICE)

52.246-5 INSPECTION OF SERVICES (COST REIMBURSEMENT)

SECTION F - DELIVERIES OR PERFORMANCE

F.1

DELIVERY SCHEDULE

ITEMS TO BE FURNISHED AND DELIVERABLE SCHEDULE

The Contractor shall submit all required reports and deliverables in accordance with the following schedule. Reports and/or deliverables submitted under this contract shall be in accordance with the Statement of Work entitled “True Out of Pocket System (TrOOP).”

Deliverable Schedule

Draft/Final: All document deliverables require both a Draft and a Final version (See Delivery Schedule below). The Final copy is to be a submission of the full document with all CMS comments resolved. The deliverable cover page shall be clearly marked Draft or Final.

Updates: Many of the deliverables require the contractor to provide updates. Unless otherwise specified, there is an expectation that the contractor shall notify CMS when they foresee a change to the content and then provide a document update based upon CMS-approved content revisions and a mutually agreed upon delivery date. All documents shall contain a date and a version number. Documents shall be maintained and kept current by the contractor.

Monthly Reports: The data collection period for each monthly report shall be based on a whole month (e.g., April 1 through April 30). The contractor shall ensure that the data in the recurring monthly reports are accurate and consistent with one another, assuring that each monthly report also incorporates any subcontractor’s data for the same period of time.

Ad Hoc: The contractor shall provide ad hoc documentation at CMS’s request.

Where timeframes are stated, CMS may choose to give consideration to unforeseen circumstances. Therefore, deliverable due dates are as stated unless otherwise agreed to by CMS and the contractor. All timeframes are in calendar weeks, calendar months, or calendar days.

For the structure of the deliverables, the contractor’s format shall use the CMS standard desktop suite. Deliverables shall be distributed as follows:

CMS Contracting Officer – transmittal letter only

CMS COTR/Government Task Leader – 1 soft copy via email or as mutually agreed.

In performing the services and providing the support described in the Statement of Work, the contractor shall provide the deliverables NO LATER THAN the dates in the following schedule:

Days = Calendar Days

IAW = in accordance with

DAGC = Days after Government Comments

Final: 60 days after contract start

Updates: As Requested by CMS

Recurring: Weekly

Recurring: Following contractor personnel changes

Recurring: 15th of each month (Summary Report)

30th of each month (Financial Status Report)

Updates: As Mutually Agreed

F.2

ACCEPTANCE OF DELIVERABLES

All required contract deliverables shall be reviewed by the COTR to determine their technical acceptance. The COTR will respond within 30 days from receipt of any contract deliverable indicating if final acceptance has been granted. If deficiencies in the Contractor’s deliverables are identified the COTR shall provide feedback to the Contractor prior to the 30-day timeframe for final acceptance. If the Contractor does not receive an indication from the COTR within 60 days, the Contractor shall consider the deliverable to be accepted.

F.3

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effects 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/these address (es): http://acquisition.gov/far/index.html

52.242-15 (b)(1) STOP WORK ORDER

52.242-15 (b)(2) STOP WORK ORDER-ALTERNATE I

SECTION G - CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING & APPROPRIATION DATA

The following accounting & appropriation data are applicable to the funding of this contract:

Requisition Number: TBD Appropriation Number: TBD CAN: Object Class: TBD Amount: $TBD G.2

INVOICING AND PAYMENT (STANDARD)

A. Submission of Invoices for Payment

(1) Invoices shall be prepared and submitted as follows:

(a) Original and four (4) copies shall be submitted to the address below:

Department of Health and Human Services

OFM/Division of Accounting Operations

P .O. BOX 7520

Baltimore, Maryland 21207-0520

For Overnight Delivery:

OFM/Division of Accounting Operations

7500 Security Blvd., Mail-stop C3-09-27

Baltimore, Maryland 21244-1850

(b) One (1) electronic copy shall be sent to the COTR

(c) Content of Invoice (If Applicable):

(i) Contractor's name and invoice date.

(ii) Contract number or other authorization for delivery of property and/or services.

(iii) Description, cost or price and quantity of property and/or services actually delivered or rendered.

(iv) Shipping and payment terms.

(v) Other substantiating documentation or information as required by the contract.

(vi) Period of performance or delivery date of goods or services provided.

B. Invoice Payment

(1) In accordance with FAR 52.232-33, the Centers for Medicare and Medicaid Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7, the contractor must register in the Central Contractor Registration (CCR) database. Failure to register in CCR will prohibit CMS from making awards to your organization.

The contractor shall notify CMS' Division of Accounting Operations of all EFT and address changes in CCR via the following email address: CCRChanges@cms.hhs.gov

(2) Reimbursement for invoices submitted under this contract shall be made no later than thirty (30) days after receipt of the original invoice and requested copies from the contractor at the paying office designated in Section A above.

(3) Payment will be authorized after the Division of Accounting Operations has audited the invoice for adherence to Federal regulations. This audit includes certification of the invoice by the COTR and verification that the invoice amount is consistent with the payment schedule set forth under Section B, Price and Payment. Any discrepancies determined as a result of the audit could delay the processing of the invoice and may result in the invoice being returned to the contractor for corrections. Inquiries relating to payments should be directed to Jean Katzen on (410) 786-5423 or Suzanne Turgeon on (410) 786-1924.

C. Interest on Overdue Payment

(1) 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 payment of interest on payments made more than 30 days after receipt of an invoice by the Division of Accounting Operations.

(2) Determination of interest due will be made in accordance with the provisions of the Prompt Payment Act and Office of Management and Budget Circular A-125.

G.3

METHOD OF PAYMENT

A. Payment under this contract will be made by the Government by electronic funds transfer information contained in the Central Contractor Registration System, http://www.ccr.gov/ .

B. In the event the Contractor, during the performance of this contract, elects to designate a different financial institution for the receipt of any payment made using electronic funds transfer procedures; or a different method of payment, notification of such change and the required information must be received by the appropriate Government official 30 days prior to the date such change is to become effective.

C. The documents furnishing the information must be dated and contain the signature, title, and telephone number of the Contractor's official authorized to provide it, as well as the Contractor's name and contract number.

D. Any changes shall be furnished to CMS, Division of Accounting, Chief, Accounting Operations Branch, 7500 Security Boulevard, Baltimore, Maryland 21244. It is the Contractor's responsibility to furnish the changes promptly to avoid payment to erroneous addresses or bank accounts, or delays in payments otherwise properly due.

G.4

GOVERNMENT COTR /TASK LEADERS

The following COTR will represent the Government for the purpose of this contract: is Michele Bailey, 410-786-0234.

The COTR is responsible for: (1) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and compliance with all substantive project objectives; (2) interpreting the statement of work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; (5) assisting in the resolution of technical problems encountered during performance; and (6) providing technical direction in accordance with Section G.5; and, (7)reviewing of invoices/vouchers.

The COTR does not have authority to act as agent of the Government under this contract. Only the Contracting Officer has authority to: (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor any costs incurred during the performance of this contract; or (5) otherwise change any terms and conditions of this contract.

The Government may unilaterally change its COTR designation.

Government Task Leaders (GTLS) may assist the COTR. The GTL(s) will not have the authority to provide technical direction in accordance with Section G-5, however, they may be responsible for: (1) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and compliance with all substantive project objectives; (2) interpreting the statement of work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; (5) assisting in the resolution of technical problems encountered during performance; and (6)reviewing of invoices/vouchers.

The Government Task Leaders for this contract are as follows:

Debra Larwood, 410-786-9500 and Mary McGill, 410-786-0844.

G.5

TECHNICAL DIRECTION

Performance of the work under this contract shall be subject to the technical direction of the COTR. The term "technical direction" is defined to include, without limitation, the following:

· Directions to the Contractor which redirect 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 statement of work.

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

· Review and, where required by the contract, approval of technical reports, drawings, specifications, and technical information to be delivered by the Contractor to the Government under the contract.

Technical direction must be within the general Scope of Work stated in the contract. The COTR does not have the authority to and may not issue any technical directions which:

Constitutes an assignment of additional work outside the general Scope of Work of the contract.

Constitutes a change as defined in the contract clause entitled "Changes - Cost Reimbursement."

In any manner, cause an increase or decrease in the total estimated contract cost, fixed-fee, or the time required for contract performance.

Change any of the expressed terms, conditions, or specifications of the contract.

All technical direction shall be issued in writing by the COTR or shall be confirmed by him/her in writing within 5 working days after issuance.

The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR in the manner prescribed by this article and within his/her authority under the provisions of this article.

If, in the opinion of the Contractor, any instruction or direction issued by the COTR is within one of the categories as defined in (l) through (4) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after the receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract, accordingly. Upon receiving such notification from the Contractor, the Contracting Officer shall issue an appropriate contract modification or advise the Contractor in writing that, in his/her opinion, the technical direction is within the scope of this contract. The Contractor shall thereupon proceed immediately with the instructions or direction or upon the contract action to be taken with respect thereto and shall be subject to the provision of the contract clause entitled "Disputes."

G.6

MODIFICATION AUTHORITY

Notwithstanding any of the other provisions of this contract, the Contracting Officer shall be the ONLY individual authorized to:

- Accept nonconforming work;

- Waive any requirements of this contract; or

- Modify any term or condition of this contract.

G.7

CONTRACTOR PROJECT DIRECTOR

_______TBD_______will serve as Project Director. It will be his/her responsibility to obtain the staff necessary and to direct the work for the conduct of this project. The Government reserves the right to approve any necessary successor to be designated as Project Director.

G.8

KEY PERSONNEL

The point of contact for this award is TBD. He/She shall be responsible for all staff employed under this contract.

TBD shall be responsible for all work performed under this contract and shall be held accountable for the outcomes of the contract and the resolution of obstacles to achieving the outcomes necessary for success under this contract.

Other key personnel are identified as follows and, as such, are covered under the HHSAR clauses provided in full text as follows:

HHSAR 352.270-5 Key Personnel (APR 1984)

The personnel specified in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the Contractor without the written consent of the Contracting Officer.

Listing of key personnel: TBD G.9

SUBCONTRACT CONSENT

To facilitate the review of a proposed subcontract by the COTR and the Contracting Officer, the Contractor shall submit the information required by the FAR Clause 52.244-2 entitled, "Subcontracts" to the assigned COTR who shall in turn forward the information with his/her recommendation to the Contracting Officer. The Contracting Officer shall review the request for subcontract approval and the COTR's recommendation and advice the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing.

Consent is hereby given to issue the following subcontract(s): TBD G.10

USE OF GOVERNMENT - DATA (REPORTS/FILES/COMPUTER TAPES OR DISCS)

Any data given to the Contractor by the Government shall be used only for the performance of the contract unless the Contracting Officer specifically permits another use, in writing. Should the Contracting Officer permit the Contractor the use of Government-supplied data for a purpose other than solely for performance of this contract and, if such use could result in a commercially viable product, the Contracting Officer and the Contractor must negotiate a financial benefit to the Government. This benefit should most often be in the form of a reduction in the price of the contract; however, the Contracting Officer may negotiate any other benefits he/she determines is adequate compensation for the use of these data.

Upon the request of the Contracting Officer, or the expiration date of this contract, whichever shall come first, the Contractor shall return or destroy all data given to the Contractor by the Government. However, the Contracting Officer may direct that the data be retained by the Contractor for a specific period of time, which period shall be subject to agreement by the Contractor. Whether the data are to be returned, retained, or destroyed shall be the decision of the Contracting Officer with the exception that the Contractor may refuse to retain the data. The Contractor shall retain no data, copies of data, or parts thereof, in any form, when the Contracting Officer directs that the data be returned or destroyed. If the data are to be destroyed, the Contractor shall directly furnish evidence of such destruction in a form the Contracting Officer shall determine is adequate.

G.11

DATA TO BE DELIVERED

Any working papers, interim reports, data given by the government or first produced by the Contractor under the contract or collected or otherwise obtained by the Contractor under the contract, or results obtained or developed by the Contractor (subcontractor or consultants) pursuant to the fulfillment of this contract are to be delivered, documented, and formatted as directed by the Contracting Officer.

In addition, information and/or data, which are held by the Contractor related to the operation of their business and/or institution and which are obtained without the use of Federal funds, shall be considered "PROPRIETARY DATA" and are not "subject data" to be delivered under this contract.

G.12

DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

A. Data and information either provided to the Contractor, or to any subcontractor or generated by activities under this contract or derived from research or studies supported by this contract, shall be used only for the purposes of the contract. It shall not be duplicated, used or disclosed for any purpose other than the fulfillment of the requirements set forth in this contract. This restriction does not limit the contractor's right to use data or information obtained from a non-restrictive source. Any questions concerning "privileged information" shall be referred to the Contracting Officer.

B. Some data or information may require special consideration with regard to the timing of its disclosure so that preliminary findings which could create erroneous conclusions are not stimulated. Also, some data or information, which relate to policy matters under consideration by the Government, may also require special consideration with regard to the timing of its disclosure so that the open and vigorous debate, within the government, of possible policy options is not damaged.

C. Any questions about use or release of the data or information or handling of material under this contract shall be referred to the Contracting Officer who must render a written determination. The Contracting Officer's determinations will reflect the results of internal coordination with appropriate program and legal officials.

D. Written advance notice of at least forty-five (45) days shall be provided to the Contracting Officer of the Contractor's desire to release findings of studies or research or data or information described above. If the Contractor disagrees with the Contracting Officer's determination, and if this disagreement cannot be settled by the Contractor and the Contracting Officer in a mutually satisfactory manner, then the issue will be settled pursuant to the "Disputes" clause.

E. Any presentation of any report, statistical or analytical material based on information obtained from this contract shall be subject to review by the COTR before dissemination, publication, or distribution. Presentation includes, but is not limited to, papers, articles, professional publications, speeches, testimony or interviews with public print or broadcast media. This does not apply to information that would be available under the Federal Freedom of Information Act.

F. The COTR review shall cover accuracy, content, manner of presentation of the information, and also the protection of the privacy of individuals. If the review finds that the Privacy Act is or may be violated, the release/use of the presentation shall be denied until the offending material is removed or until the Contracting Officer makes a formal determination, in writing, that the privacy of individuals is not being violated.

G. If the review shows that the accuracy, content, or manner of presentation is not correct or is inappropriate in the light of the purpose of the project, the COTR shall immediately inform the Contractor, in writing, of the nature of the problem. If the Contractor disagrees, the COTR may insist that the presentation contain, in a manner of equal importance, materials which show the government's problem with the presentation.

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

"The analyses upon which this publication is based were performed under Contract Number [ ], entitled, "[ ]," sponsored by the Health Care Financing Administration, Department of Health and Human Services."

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

G.13

REPRESENTATIONS AND CERTIFICATIONS

The Contractor’s Representations and Certifications provided in response to Section K of the Request for Proposal are incorporated at G.13 by reference.

G.14

SUBCONTRACTING PROGRAM AND REPORTING FOR SMALL, SMALL

DISADVANTAGED AND WOMEN-OWNED AND HUBZONES

The subcontracting plan submitted by the Contractor and approved by the Contracting Officer for this contract is incorporated into the contract at Attachment J-___and shall be applied against individual TOs as appropriate. Based upon the type of effort for a particular task order, a separate subcontracting plan may be required.

The Contractor shall submit a report of subcontract awards to small, small disadvantaged, women-owned, HUBZones, veteran owned and services disabled veteran owned small business concerns. The reports shall be prepared using the Standard Form (SF) 294 and 295. The SF 294 shall be submitted semi-annually for the periods October 1 through March 31, and April 1 through September 30. The SF 295 shall be submitted annually for the period October 1 through September 30.

The report(s) shall be delivered not more than thirty (30) calendar days from the close of each period covered. Copies of the report shall be addressed as follows:

SF 294

1 copy to:

Centers for Medicare & Medicaid Services

OAGM/AGG/DSC

Attn: Contract Specialist

7500 Security Blvd. Mailstop: C2-21-15

Baltimore, Maryland 21244

1 copy to:

DHHS Office, Small Disadvantaged Business Utilization c/o Centers for Medicare & Medicaid Services

Attn: Alice Roache

Small Business Specialist

7500 Security Blvd.

Mailstop: C2-21-15

Baltimore, Maryland 21244

SF 295

1 copy to:

DHHS, Office, Small Disadvantaged Business

Utilization

Attn: Debbie Ridgley

200 Independence Ave, SW

Room 517, HHH Bldg

Washington, DC 20201

G.15

SUBCONTRACTING GOALS REPORTING

The Subcontracting Goals for this requirement are as follows:

28 percent for small businesses

5 percent for small disadvantaged businesses;

5 percent for women-owned small businesses;

3 percent for HUBZone small businesses;

3 percent for service-disabled veteran-owned small businesses G.16

PAST PERFORMANCE REGISTRATION

In accordance with the past performance requirements of the FAR, CMS shall require the Contractor to register with a past performance database. Currently CMS is in a transition phase for past performance registration and additional information will be provided for registration when available. Once available the contractor will be required to register. This database will allow for the electronic collection, maintenance and dissemination of contractor performance information.

G.17

SERVICE CONTRACT ACT

The government has determined that the contract is not subject to the Service Contract Act.

G.18

DATA TO BE DELIVERED

A.

Any working papers, interim reports, data given by the government or first produced by the Contractor under the contract or collected or otherwise obtained by the Contractor under the contract, or results obtained or developed by the Contractor (subcontractor or consultants) pursuant to the fulfillment of this contract are to be delivered, documented, and formatted as directed by the Contracting Officer.

B.

In addition, information and/or data, which are held by the Contractor related to the operation of their business and/or institution and which are obtained without the use of Federal funds, shall be considered "PROPRIETARY DATA" and are not "subject data" to be delivered under this contract.

G.19

INDIRECT COST-PROVISIONAL RATES (ICR) (CLIN 3)

In accordance with Federal Acquisition Regulation (FAR) (48 CFR Chapter 1) Clause 52.216-7(d)(2), Allowable Cost and Payment incorporated by reference in this contract in Section I, the cognizant Contracting Officer representative responsible for negotiating provisional and/or final indirect cost rates is identified below:

ATTN: DSC, Contracting Officer

Mail-stop C2-21-15

7500 Security Boulevard

Baltimore, MD 21244-1850

The contractor shall provide a copy of any ICR packages submitted to the contracting officer directly to the contract specialist under this CMS contract. Regardless of an ICR, the contractor shall not exceed the ICR ceilings as identified in Section B of this contract. Any changes to the ceiling must be negotiated with the Contracting Officer and shall not be effective unless clearly defined in a contract modification executed by the Contracting Officer.

Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (e.g., the cognizant Government auditor), subject to adjustment when the final rates are established. These billing rates:

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

The following provisional indirect cost rates are established for the following periods under this contract:

G.20

FINAL INDIRECT COST RATE PROPOSAL (CLIN 3)

Pursuant to the provisions of FAR 52.216-7 entitled "Allowable Cost & Payment" in Section I of this contract, final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and cognizant Government auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution. Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may:

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

The final indirect rate proposal that is to be submitted to the Contracting Officer shall be submitted to the following address:

ATTN: DSC/Contracting Officer

Mail-stop C2-21-15

7500 Security Boulevard

Baltimore, MD 21244-1850

G.21

PROVISIONS APPLICABLE TO DIRECT COSTS

Notwithstanding Clause No. 52.216-7 - "Allowable Cost and Payment" and Clause No. 52.244-2 - "Subcontracts (Cost-Reimbursement and Letter Contracts)" of the Federal Acquisition Regulations, unless otherwise expressly provided elsewhere in this contract or in any modification thereto, the costs of the following items or activities shall be unallowable as direct costs:

a. Acquisition, by purchase or lease, of any interest in real property;

b. Special arrangement or alteration of facilities;

c. Purchase or lease of any item of general purpose; office furniture or office equipment;

d. Travel to foreign countries.

G.22

GOVERNMENT FURNISHED INFORMATION (GFI), EQUIPMENT AND FACILITIES

CMS shall provide the Contractor with Medicare Part D eligibility and COB data in the form of an Eligibility index file. The Contractor shall not use any of these data for any purpose, commercial or otherwise, outside of the purpose(s) required or indicated as part of supporting the tasks required by the Contract.

The Contractor shall abide by the CMS data use agreement(s). (See Attachment

J-1)

CMS shall not furnish any equipment or facilities upon contract award.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1

CODE OF CONDUCT

SMOKING

Effective June 9, 2004, smoking is not permitted anywhere on the CMS single site campus. This includes all areas outside the building, such as off-site facility, entranceways, sidewalks and parking areas. Smoking will not be permitted anywhere in Regional Offices or Washington, D.C. Office locations unless permitted by GSA guidelines or local landlord requirements. Contractor employees are subject to the same restrictions as government personnel. Fines up to $50 per occurrence will be issued and enforced by the Federal Protective Service.

DRESS

The preferred dress codes at CMS facilities are professional attire, business attire or business casual attire.

H.2

ADP SYSTEMS SECURITY REQUIREMENTS

In the performance of this contract, the Contractor agrees to comply with the ADP systems security requirements of the Office of Management and Budget (OMB) Circular A-130, "Management of Federal Information Resources", and with the ADP systems security policy of DHHS as outlined in Part 6 of the HHS ADP Systems Manual and in CMS's AIS Guide. The Contractor shall include this requirement in any subcontract awarded under this prime contract H.3

352.224-7 CONFIDENTIALITY OF INFORMATION (APR 1984)

Confidentiality of Information

(a) Confidential information, as used in this clause, means information or data of a personal nature about an individual, or proprietary information or data submitted by or pertaining to an institution or organization.

(b) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

(c) If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(d) Confidential information, as defined in paragraph (a) of this clause, that is information or data of a personal nature about an individual, or proprietary information or data submitted by or pertaining to an institution or organization, shall not be disclosed without the prior written consent of the individual, institution, or organization.

(e) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor should obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(f) Contracting Officer determinations will reflect the result of internal coordination with appropriate program and legal officials.

(g) The provisions of paragraph (d) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State or local laws.

(End of clause)

H.4

ORGANIZATIONAL CONFLICTS OF INTEREST

CMS intends to use and follow the policy and procedures as defined in FAR Subpart 9.5, “Organizational and Consultant Conflicts of Interest.”

H.5 HIPAA BUSINESS ASSOCIATE PROVISION II

Definitions:

All terms used herein and not otherwise defined shall have the same meaning as in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA," 42 U.S.C. sec. 1320d) and the corresponding implementing regulations. Provisions governing the Contractor's duties and obligations under the Privacy Act (including data use agreements) are covered elsewhere in the contract.

"Business Associate'' shall mean the Contractor. “Covered Entity” shall mean CMS' Medicare Fee for Service program and/or Medicare's Prescription Drug Discount Care and Transitional Assistance Programs.

"Secretary" shall mean the Secretary of the Department of Health and Human Services or the Secretary's designee.

Obligations and Activities of Business Associate

(a) Business Associate agrees to not use or disclose Protected Health Information ("PHI"), as defined in 45 C.F.R. § 160.103, created or received by Business Associate from or on behalf of Covered Entity other than as permitted or required by this Contract or as required by law.

(b) Business Associate agrees to use safeguards to prevent use or disclosure of PHI created or received by Business Associate from or on behalf of Covered Entity other than as provided for by this Contract. Furthermore, Business Associate agrees to use appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic protected health information ("EPHI"), as defined in 45 C.F.R. 160.103, it creates, receives, maintains or transmits on behalf of the Covered Entity to prevent use or disclosure of such EPHI.

(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Contract.

(d) Business Associate agrees to report to Covered Entity any use or disclosure involving PHI it receives/maintains from/on behalf of the Covered Entity that is not provided for by this Contract of which it becomes aware. Furthermore, Business Associate agrees to report to Covered Entity any security incident involving EPHI of which it becomes aware.

(e) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Contract to Business Associate with respect to such information. Furthermore, Business Associate agrees to ensure that its agents and subcontractors implement reasonable and appropriate safeguards for the PHI received from or on behalf of the Business Associate.

(f) Business Associate agrees to provide access, at the request of Covered Entity, to PHI received by Business Associate in the course of contract performance, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.

(g) Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 upon request of Covered Entity.

(h) Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to Covered Entity, or to the Secretary for purposes of the Secretary determining Covered Entity's compliance with the various rules implementing the HIPAA.

(i) Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

(j) Business Associate agrees to provide to Covered Entity, or an individual identified by the Covered Entity, information collected under this Contract, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

Permitted Uses and Disclosures by Business Associate

Except as otherwise limited in this Contract, Business Associate may use or disclose PHI on behalf of, or to provide services to, Covered Entity for purposes of the performance of this Contract, if such use or disclosure of PHI would not violate the HIPAA Privacy or Security Rules if done by Covered Entity or the minimum necessary policies and procedures of Covered Entity.

Obligations of Covered Entity

(a) Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.

(c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.

Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy or Security Rules.

Term of Provision

(a) The term of this Provision shall be effective at time of award, and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section.

(b) Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:

(1) Provide an opportunity for Business Associate to cure the breach or end the violation consistent with the termination terms of this Contract. Covered Entity may terminate this Contract for default if the Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; or

(2) Consistent with the terms of this Contract, terminate this Contract for default if Business Associate has breached a material term of this Contract and cure is not possible; or

(3) If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

(c) Effect of Termination.

(1) Except as provided in paragraph (2) of this section, upon termination of this Contract, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

(2) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make…