CFHRB-15-SO-0132.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

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14. METHOD OF SOLICITATION

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18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

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FACILITY

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

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18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

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SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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DATED . . YOUR OFFER ON SOLICITATION

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AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

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TION UNLESS BLOCK IS

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SEE SCHEDULE

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8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

CFHRB-15-SO-0132

William M. Roberson (202)418-5367

See Clause II.9 "Contracting Officer's Representative" See Block 9

See Clause II.6 "Determination of Amount of Payment -- "Self- Bill"

"Dental Insurance Plan for the Commodity Futures Trading Commission"

See continuation pages for Statement of Work, additional terms and conditions, and pricing.

William M. Roberson

524114

$38.5 million

05/27/2015

06/29/2015 12:00 p.m.

Commodity Futures Trading Commission Financial Management Branch Three Lafayette Centre 1155 21st Street, NW Washington, DC 20581

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

CFHRB-15-SO-0132

PART I

STATEMENT OF WORK

Dental Insurance Plan for the Commodity Futures Trading Commission

Background

The U.S. Commodity Futures Trading Commission (“CFTC” or “Commission”) was created by Congress in 1974 as an independent agency with the mandate to regulate commodity futures and option markets in the United States. The Commission protects market participants against manipulation, abusive trade practices and fraud. As part of the Farm Security and Rural Investment Act of 2002 (FSRIA), CFTC received authority to implement pay and benefit parity with other Federal Financial Regulatory Agencies in order to better attract and retain employees. Following a study of pay and benefits, CFTC implemented a new dental insurance program for employees and their dependents effective July 11, 2004. CFTC employees continue to be eligible for all Federal benefit programs including health, life and retirement.

Purpose

The successful contractor shall administer and insure the CFTC dental insurance plan (“the Plan”). It is projected that the Plan shall cover approximately 740 employees, who work in Washington, DC; New York, NY; Chicago, IL; and Kansas City, MO. CFTC’s current census reflects nearly 700 employees.

CFTC anticipates, but does not guarantee, that the number of employees will increase to approximately 740 by 2016, and may increase to approximately 1,000 by 2019. All employees eligible to enroll in the Federal Employees Health Benefits (FEHB) Program (which generally excludes only those on a temporary appointment of less than 12 months) are eligible for dental benefits. Eligible dependents of employees are lawful spouses, including domestic partners of CFTC employees and same-sex spouses, and children up to age 26, and children over age 26 who are incapable of self-support because of a mental or physical disability that began before age 26 (if FEHB expands the definitions of eligible dependents beyond these limits during the contract period, the Plan shall likewise expand its coverage).

Retirees are not eligible for the Plan and will remain ineligible, despite being covered under FEHB.

Appendix A of this Statement of Work summarizes the plan design. CFTC pays the full cost of dental benefits for eligible employees and their enrolled dependents.

Requirements

The contractor shall, at a minimum, provide the following administrative services for the Plan.

1. Administrative and Enrollment Services

• Administer a dental plan that provides the benefits described in Appendix A of this Statement of Work on a fully-insured, non-participating basis.

• Design, produce and distribute, subject to the approval of CFTC, enrollment forms, claim forms, employee booklets, summary plan descriptions (SPDs), and all other forms required to administer the plan.

• Provide electronic files of the Plan materials (booklets, SPDs, etc.) and fillable forms in a .pdf format to be uploaded to the CFTC Intranet.

• As requested by CFTC, assist in the communication to employees regarding benefits, including initial employee meetings at Headquarters in Washington, DC; Chicago, IL; Kansas City, MO;

and New York, NY.

• Receive initial eligibility data and updates electronically or by hardcopy (CFTC may or may not be able to provide current enrollment data files sufficient to accomplish initial Plan enrollment electronically).

• Support CFTC’s self-billed bi-weekly premium remittance. CFTC will calculate and pay premiums bi-weekly based on its payroll and remit this amount to the contractor approximately eight to ten days following the end of the pay period.

• Provide monthly enrollment reports. These reports shall account for the covered participants in the plan, including enrollment tier, reconciled with the premiums received from the Government for the reporting period. These reports shall also indicate any employees that were added during the reporting period.

• Meet with CFTC on an as needed basis to review status of overall operation of program.

• Provide a network of dental providers sufficient to cover the CFTC population. (See CFTC

Census Data for required network statistics.)

2. Claims Processing Requirements

• Adjudicate and process claims, including:

o Processing all claims on a direct claims verification and payment basis.

o Establishing and maintaining a clean turnaround time. (i.e., 90% of claims received are processed in 10 work days or less, and 98% are processed in 15 work days or less.)

o Verifying claim charges are for covered employees and dependents.

o Determining eligibility for benefits.

o Providing Explanation of Benefits (EOB) statements.

o Maintaining current, complete and confidential records for each covered person.

o Maintaining a claims service unit with standard office hours, Monday through Friday (except Federal holidays), and installing a message device to handle calls after business hours or on weekends. The contractor shall provide a toll-free telephone service that has the capability to place calls on hold and queue during peak calling hours.

o Providing for direct communication between CFTC administrative staff and the assigned program administrator.

o Providing legal defense on disputed claims except when a legal action or proceeding alleges conduct on the part of CFTC which gives rise to claims for other than contractual damages.

o Providing effective coordination of claims payment and reporting formats.

o Providing service personnel who are accessible and knowledgeable in all aspects of the Plan.

o Maintaining an automated calendar system to ensure follow-up to correspondence and claims review and establishing a mechanism to resolve errors expeditiously.

• Preparing a customized administrative manual (i.e., policies, procedures, and forms for administering the Plan) to be used by CFTC.

3. Management Information System / Reporting and Monitoring Service Requirements

• Provide monthly utilization reports that include current and cumulative year-to-date information, including paid claims and enrollment by employee and dependent lives.

• Provide an annual utilization report including, but not limited to, a breakdown of claims experience by types of service (i.e., total amounts paid and number of claims for each type of service).

4. Phase-Out / Transition of Operations and Cooperation with Successor

The contractor shall perform phase-out activities to transition work to a successor contractor.

Specifically, the contractor shall cooperate with any successor contractor, and perform all actions necessary to transfer operations to ensure full continuity of services. If requested by the Contracting Officer or the Contracting Officer’s Representative (“COR”), the contractor shall submit a transition plan, which addresses certain areas including, but not limited to, specific phase-out milestones, actions that implement cooperation with the successor, and transfer of data to the successor. The contractor shall incorporate all comments received from the Contracting Officer and/or the COR into the transition plan.

Deliverables and Reports

The following table summarizes the required deliverables and reports under this contract.

Deliverable Due Date Claim Forms, Employee Booklets, Summary Plan Descriptions, and all other forms required to administer the plan. (hardcopy and .pdf format)

As required by the Contracting Officer or the Contracting Officer’s Representative.

Enrollment Report Monthly; 20th calendar day of the following month.

Monthly Utilization Report Monthly; 20th calendar day of the following month.

Customized Administrative Manual December 31, 2015; updates submitted each December 31st thereafter.

Annual Utilization Report January 31, 2017; subsequent reports submitted January 31st following each contract year.

Transition Plan As required by the Contracting Officer or the Contracting Officer’s Representative

All reports shall be submitted to the COR electronically in a format agreeable to the COR (e.g., Word, Excel, PowerPoint, .pdf, etc.). Additionally, a copy of each report shall be provided electronically to the Contracting Officer.

Rest of Page Intentionally Left Blank

Appendix A – Dental Insurance Plan Design

Description of Dental Plan

Eligibility Employees and Dependents

All employees eligible under current (or future, if more expansive) coverage provisions of the Federal Employees Health Benefits (FEHB) Program (generally excludes those employees on temporary appointments of one year or less)

All dependents eligible under current (or future, if more expansive) coverage provisions of the Federal Employees Health Benefits (FEHB) Program (generally includes spouses, including domestic partners of CFTC employees and same-sex spouses and children up to age 26) Children up to age 26.

Children who are incapable of self-support because of a mental or physical disability that began before age 26.

Enrollment Employees must enroll. Employees not enrolling will not be covered by the Plan.

Employees may make an election change consistent with a qualifying status change during the plan year.

Effective Date of Coverage

New Employee Immediate

Status Change First pay period following status change Premium Sharing Arrangement CFTC pays full cost of premium

Opt Out Provision Employees may opt out of the Plan. Additionally, if an employee does not enroll, they will not be covered by the Plan.

Risk Arrangement Fully-Insured

Type of Plan Passive Preferred Provider Organization (PPO) – percent of reimbursement is the same if the member goes in- or out-of-network

Eligible Providers Any Licensed Dentist

In- and Out-of-Network

Annual Deductible

Individual $50; not required for Diagnostic & Preventive (Class I) Services Individual + 1 $100; not required for Diagnostic & Preventative (Class I) Services

Family $150 for 3 or more family members; not required for Diagnostic & Preventive Services Maximum Reimbursement

Annual (Classes I-III) $2,000 per individual Orthodontia $2,000 Lifetime Limit per individual

Plan Reimbursement Plan reimburses specified percentage of allowable expenses, based on class of expense.

Allowable expenses will be based on the 90th percentile of Usual and Customary. In-network reimbursement will be based on negotiated fee schedules.

Description of Dental Plan (cont.)

In-Network Out-of-Network

Diagnostic & Prevention (Class I) 100% of fee schedule 100% of allowable expenses

Covered Services

Periodic oral exam (no more than 2 per calendar year) Intra-oral and Bitewing x-rays

Prophylaxis cleaning with or without oral exam (2 per calendar year) Periodontal prophylaxis

Additional cleanings for diabetics (2 per calendar year) Topical application of stannous fluoride for individual under 19 yrs (1 per calendar year)

Space maintainers, fixed, unilateral Topical application on a posterior tooth for individual under 14 years (sealant)

Emergency pain treatment

In-Network Out-of-Network

Basic Restorative, Endodontics, Periodontics, Maintenance of Prothodontics & Oral Surgery (Class II)

80% of fee schedule, after deductible 80% of allowable expenses, after deductible

Covered Services:

General anesthesia Amalgam fillings Silicate cement

Acrylic or plastic filling Composite acrylic resin filling

Root canal therapy Apicoectomy

Gingivectomy or gingivoplasty Gingival Curetage and Root Planning

Osseous surgery Osseous Graft, Multiple Site

Periodontal scaling Adjustments to dentures (partial denture)

Replace broken tooth on complete or partial denture, not in conjunction with other repairs

Recement bridge Simple extractions

Surgical extractions (impacted); soft tissue; bone-partial; bone-complete Biopsy of oral tissue (hard) Biopsy of oral tissue (soft)

Description of Dental Plan (cont.)

Routine post-operative care is considered part of each Dental Service for oral surgery under this Schedule

In-Network Out-of-Network

Major Restorative, Installation of Prosthodontics (Class III Services)

60% of fee schedule, after deductible 60% of allowable expenses, after deductible

Implants

Covered Services:

Gold inlay fillings Crowns (porcelain) Crowns-cast gold

Complete dentures (upper or lower) Partial dentures

Bridge pontics (cast gold) Bridge pontics (porcelain fused to gold)

Bridge pontics (plastic processed to gold) Abutment crowns (porcelain)

Abutment crowns (porcelain with gold) Abutment crowns (full, cast gold)

In-Network Out-of-Network Orthodontics (Class IV Services) 60% of fee schedule, after deductible 60% of fee schedule after deductible

Covered services:

Preliminary study including cephalometric radiographs, diagnostic casts and treatment plan.

First month of active treatment including all active and retention appliances.

Active treatment per month after the first month.

Removable and/or fixed appliance(s) insertion for interception treatment or to control harmful habits (e.g., night guards to control grinding)

General Exclusions

Exclusions

No payment will be made for expenses incurred for:

1) Services performed solely for cosmetic reasons.

2) Replacement of a lost or stolen appliance.

3) Replacement of a bridge, crown, denture or mandibular orthopedic repositioning appliance within 5 years after the date it was originally installed unless: (a) such replacement is made necessary by the placement of an original opposing full denture or the necessary extraction of natural teeth; or (b) the bridge, crown, denture or mandibular orthopedic repositioning appliance, while in the mouth, has been damaged beyond repair as a result of an injury received while the covered member is insured for such benefits.

4) Any replacement of a bridge, crown, denture or mandibular orthopedic repositioning appliance that is or can be made useable according to common dental standards.

Description of Dental Plan (cont.)

5) Procedures, appliance or restorations, except for full dentures, whose main purpose is to: (a) alter vertical dimension; (b) diagnose or treat conditions or dysfunction of the temporomandibular joint; (c) stabilize periodontally involved teeth or (d) restore occlusion.

6) Porcelain or acrylic veneers of crowns or pontics on or replacing the upper and lower first, second and third molars.

7) Bite registrations; precision or semi-precision attachments; or splinting.

8) A surgical implant of any type. (However, payment will be made for expenses incurred for prosthetic devices attached to an implant.)

9) Instruction for plaque control, oral hygiene and diet.

10) Dental services that do not meet common dental standards.

11) Services that are deemed to be medical services.

12) Services and supplies received from a hospital.

13) Services for which benefits are not payable according to the "General Limitations" section.

14) Any adjustment or repair to a denture performed within six months of the installation of the denture

Other Exclusions

General Limitations No payment will be made for expenses incurred:

1) For missing teeth except that the amount payable for replacement of teeth missing on the date an individual becomes insured will be 100% of the amount otherwise payable.

(No limitation. Reflects the Contractor’s proposal deviation.)

2) For or in connection with an injury arising out of, or in the course of, any employment for wage or profit.

3) For or in connection with a sickness which is covered under any workers' compensation or similar law.

4) For charges made by a hospital owned or run by the United States Government.

5) To the extent that payment is unlawful where the employee or dependent resides when the expenses are incurred.

6) For charges which the employee or dependent is not legally required to pay.

7) For charges which would not have been made if the employee or dependent had no insurance.

8) To the extent that they are more than Reasonable and Customary.

9) For charges for unnecessary care, treatment or surgery.

10) To the extent that the employee or dependent is in any way paid or entitled to payment for those expenses by or through a public program, other than Medicaid.

11) For or in connection with experimental procedures or treatment methods not approved by the American Dental Association or the appropriate dental specialty society.

12) Services to the extent the covered person is compensated for them under any automobile insurance policy

Description of Dental Plan (cont.)

Other General Limitations

Coordination of Benefits This plan is primary for employees. The “Birthday Rule” applies to dependent children when parents have another contract for dental benefits that limits total payments to 100% of allowable expenses.

Other Coordination of Benefits

Termination of Insurance

Coverage will terminate on the last day of employment with the CFTC or when the group policy terminates, whichever happens first.

Approved Leave Without Pay: Insurance will be continued for up to 12 months while employee is in a non-pay status.

Completion of Existing Treatment: This Program provides coverage for a dental service rendered within three months after termination of insurance or employment, whichever occurs first, provided the service was started before the termination date. All services started after the termination date, including Orthodontia, are not payable.

Other Termination of Insurance

Retirement Coverage not continued.

PART II

ADDITIONAL TERMS AND CONDITIONS / CONTRACT CLAUSES

1. FIXED UNIT PRICES FOR SERVICES

The following fixed unit prices for servicing the dental insurance policies shall apply for the duration of the contract.

CONTRACT YEAR 1*: Effective Date of Award through January 7, 2017

Fixed Unit Price (individual only) $_____ per employee / biweekly Fixed Unit Price (individual & family) $_____ per employee / biweekly

BASE PERIOD: Effective Date of Award through September 30, 2016 Estimated Total: _____________ (Actual will be determined based on enrollment)

OPTION PERIOD I: October 1, 2016 through January 7, 2017 Estimated Total: _____________ (Actual will be determined based on enrollment)

CONTRACT YEAR 2: January 8, 2017 through January 6, 2018

Fixed Unit Price (individual only) $_____ per employee / biweekly Fixed Unit Price (individual & family) $_____ per employee / biweekly

OPTION PERIOD II: January 8, 2017 through September 30, 2017 Estimated Total: _____________ (Actual will be determined based on enrollment)

OPTION PERIOD III: October 1, 2017 through January 6, 2018

CONTRACT YEAR 3: January 7, 2018 through January 5, 2019

Fixed Unit Price (individual only) [to be determined based on loss ratio experience (see II.2)] Fixed Unit Price (individual & family) [to be determined based on loss ratio experience (see II.2)]

OPTION PERIOD IV: January 7, 2018 through September 30, 2018 Estimated Total: _____________ (Actual will be determined based on enrollment)

OPTION PERIOD V: October 1, 2018 through January 5, 2019

CONTRACT YEAR 4: January 6, 2019 through January 4, 2020

Fixed Unit Price (individual only) [to be determined based on loss ratio experience (see II.2)] Fixed Unit Price (individual & family) [to be determined based on loss ratio experience (see II.2)]

OPTION PERIOD VI: January 6, 2019 through September 30, 2019 Estimated Total: _____________ (Actual will be determined based on enrollment)

OPTION PERIOD VII: October 1, 2019 through January 4, 2020

CONTRACT YEAR 5: January 5, 2020 through January 2, 2021

Fixed Unit Price (individual only) [to be determined based on loss ratio experience (see II.2)] Fixed Unit Price (individual & family) [to be determined based on loss ratio experience (see II.2)]

OPTION PERIOD VIII: January 5, 2020 through September 30, 2020 Estimated Total: _____________ (Actual will be determined based on enrollment)

OPTION PERIOD IX: October 1, 2020 through January 2, 2021

*The period of performance of Contract Year 1 includes the Phase-In period (see clause II.3

“Period of Performance”). The term “Year” as it is used in this contract is a reference to Operations (see below).

The contractor shall be paid on a biweekly basis for Operations (i.e., effective period of coverage, which begins January 10, 2016) at the rate, or rates, set forth above which shall cover all expenses including, but not limited to, report preparation, salaries, overhead, other direct costs, general and administrative expenses, and profit. There is no separate price associated with the Phase-In period.

Phase-In costs have been incorporated into the unit pricing of the base period of Operations. (see clause II.3 “Period of Performance”)

The unit prices for Contract Years 1 and 2 are fixed unit prices, and shall not be subject to price adjustment. The unit prices for Contract Years 3, 4 and 5 shall be determined in accordance with clause II.2 “Economic Price Adjustment – Contract Years 3, 4 & 5 Premiums” of this contract. The unit prices for each contract year shall be applicable to the two periods (i.e., options) identified for that particular contract year.

The “Estimated Total” amounts listed in this clause are based on the following estimated levels of participation.

Number of Participants Contract Year Individual Individual & Family

1 244 496 2 277 563 3 310 630 4 330 670 5 330 670

In the event the actual number of participants in either category exceeds a 20% variance from the estimated levels of participation, either party may request an adjustment to the respective Fixed Unit Price(s). Any requested adjustments resulting from exceeding the variance will be negotiated to ensure the modified Fixed Unit Prices are fair and reasonable. The incorporation of any adjustment to the Fixed Unit Prices is not guaranteed.

2. ECONOMIC PRICE ADJUSTMENT – CONTRACT YEARS 3, 4 & 5 PREMIUMS

The prices for Contract Years 3, 4 and 5 shall be established based on the claims experience of the Plan. These prices may represent an increase or decrease from the respective prior period, as they will be determined by the contractor’s demonstrated loss ratio. The demonstrated loss ratio is defined as the actual dental paid claims for covered CFTC employees and dependents divided by the premium paid for the identified time period. The rates (i.e., individual only, and individual & family) for the applicable contract years shall be determined by applying the appropriate rate change percentage in the below tables to the rates of the respective prior year.

The data used to calculate the loss ratio shall be taken from the contractor’s monthly enrollment reports and monthly progress reports. The Contracting Officer may require the contractor to provide additional information to support the accuracy and reliability of the data in these reports. The Government reserves the right to have an independent third party review the data and make recommendations regarding the appropriateness of the proposed rates. The modification exercising the first option period for each of these contract years (i.e., Option Periods IV, VI and VIII) shall reflect the adjusted rates. The determination of the adjusted rates shall be made by the Contracting Officer on a unilateral basis. Any dispute regarding the determination (i.e., the appropriate rate change percentage) shall be subject to the “Disputes” provisions of clause 52.212-4, “Contract Terms and Conditions– Commercial Items” of this contract.

The following tables shall be used to calculate the prices for the identified contract years.

Contract Year 3:

Period used to determine loss ratio: September 1, 2016 through August 31, 2017

Loss Ratio Rate change percent 75% or less 76% to 80% 81% to 85% 86% to 90% 91% to 95% 96% to 100% 100% or more

Contract Year 4:

Period used to determine loss ratio: September 1, 2017 through August 31, 2018

76% to 80% 81% to 85% 86% to 90% 91% to 95%

Contract Year 5:

Period used to determine loss ratio: September 1, 2018 through August 31, 2019

76% to 80% 81% to 85% 86% to 90% 91% to 95%

3. PERIOD OF PERFORMANCE

The period of performance of this contract shall be from the effective date of award through September 30, 2016, as illustrated below:

Phase-In: Effective date of award through January 9, 2016 Operations: January 10, 2016 through September 30, 2016

4. OPTION TO EXTEND THE TERM OF THE CONTRACT

(a) The Government may unilaterally extend the term of this contract by the Contracting Officer giving written notice of renewal (a modification to the contract) to the contractor within thirty (30) days prior to contract expiration; provided that the Contracting Officer shall give the contractor preliminary notice of the Government’s intention to extend at least thirty (30) days before the contract expires.

(b) The preliminary notice does not commit the Government to an extension. Should the Government exercise an option(s) hereunder, all contractual ceilings, terms, or conditions in force shall apply during the option(s) period(s).

(c) Exercise of the option(s) cited shall be in accordance with the term and prices set forth in clause II.1 “Fixed Unit Prices for Services” of this contract.

5. OPTION TO EXTEND SERVICES

The Government may require continued performance of any services within the limits and at the rates specified in the contract. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the contractor prior to expiration of the contract.

6. DETERMINATION OF AMOUNT OF PAYMENT – “SELF-BILL”

(a) Payments to the contractor under this contract will be made, on behalf of CFTC, by the U.S.

Department of Agriculture’s National Finance Center (NFC) in New Orleans, LA. However, any payments to reconcile over or underpayments, as described in this clause, shall be made by/to CFTC.

(b) It is expected that the contractor will be paid on a biweekly basis by the NFC. Payments shall be determined by the number of employees enrolled as “Individual” and “Individual & Family,” and shall be at the rates established in clause II.1 “Fixed Unit Prices for Services” of this contract. The due date for payments shall be the “official pay date” for each pay period. There are normally 26 pay periods in each Federal leave year, with the “official pay date” being the second Thursday after the close of the pay period.

(c) At the end of Contract Year 1 and subsequent contract year(s), if their respective options are exercised by CFTC, the Commission will analyze actual participation levels and advise the contractor of any overpayment(s) or underpayment(s) due.

(d) In the event of an overpayment of monies by CFTC to the contractor, determined in accordance with item c. (above), and based on written notification of the overpayment, the contractor shall provide a refund. The due date for this refund shall be 30 calendar days after notification. The refund may be made by a check payable to the “Commodity Futures Trading Commission” or via wire transfer. The method of refund shall be at CFTC’s discretion.

(e) In the event of an underpayment of monies by CFTC to the contractor, determined in accordance with item c. (above), the Commission will notify the contractor in writing of the monies due and provide an adjustment payment. The due date for this adjustment payment shall be 60 calendar days after the end of the contract period.

(f) The date of payments by NFC via wire transfer through the Department of Treasury shall be construed to be the date payment is made.

7. F.O.B. POINT

Delivery of any and all items under this contract shall be shipped F.O.B. destination.

8. CONTRACTING OFFICER

For the purpose of this contract, the Contracting Officer is:

William M. Roberson Commodity Futures Trading Commission Financial Management Branch 1155 21st Street, NW Washington, DC 20581 Phone: (202)418-5367 E-Mail: wroberson@cftc.gov mailto:wroberson@cftc.gov

9. CONTRACTING OFFICER’S REPRESENTATIVE

For the purpose of this contract, the Contracting Officer’s Representative is:

(to be determined at time of award)

10. TECHNICAL DIRECTION AND SURVEILLANCE

(a) Performance of work under this contract shall be subject to the surveillance and written technical direction of the Contracting Officer’s Representative (COR). The term “technical direction” is defined to include:

(1) Directions to the contractor that provide clarification of the requirements described in the Statement of Work.

(2) Inspection and acceptance of deliverables completed by the contractor under this contract.

(b) The COR does not have authority to, and may not, issue any technical direction which:

(1) Assigns additional work outside the scope of work for the contract;

(2) Constitutes a change as defined in the contract clause(s) that address “changes”;

(3) In any manner causes an increase or decrease in the contract price or the time required for performance;

(4) Changes any of the expressed terms, conditions or specifications of the contract; or

(5) Interferes with the contractor’s right to perform the terms and conditions of the contract.

(c) All technical direction shall be issued in writing by the COR. The contractor shall proceed promptly with the performance of technical directions duly issued by the COR in the manner prescribed in this clause and within his/her authority under the provisions of this clause. If, in the opinion of the contractor, any instruction or direction by the COR would increase or decrease the cost of the contract or result in work outside the scope of this contract, the contractor shall not proceed but shall immediately notify the Contracting Officer in writing. It is anticipated that within 30 days of receiving the notification from the contractor, the Contracting Officer will either issue an appropriate contract modification or advise the contractor in writing that:

(1) The technical direction is rescinded in its entirety;

(2) The technical direction is within the scope of the contract, does not constitute a change as defined in the contract clause(s) that address “changes” and that the contractor should continue with the performance of the technical direction.

(d) A failure of the contractor and Contracting Officer to agree that the technical direction is within scope of the contract, or a failure to agree upon the contract action to be taken with respect thereto, shall be subject to the “Disputes” provisions of clause 52.212-4, “Contract Terms and Conditions– Commercial Items” of the contract.

(e) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR whom the Contracting Officer shall appoint shall be at the contractor’s risk.

11. MODIFICATION AUTHORITY

Notwithstanding any of the other terms and conditions of this contract, the Contracting Officer shall be the only individual authorized to:

(1) Accept nonconforming work;

(2) Waive any requirement of this contract; or

(3) Modify any term or condition of this contract.

12. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – DENTAL INSURANCE

PLAN

(a) As used in this clause, “confidential information” means information obtained during performance of the contract that is private or confidential in nature, and which is not meant for public disclosure.

Examples of “confidential information” include, but are not limited to, investigatory materials, sensitive or proprietary procurement, business, technical, financial or personally identifiable information (PII) belonging to the Government, other companies or individuals in paper or electronic form, including but not limited to home addresses or personal contact information, full or partial social security numbers, credit card numbers, date of birth, passport numbers, employee performance or evaluation information, or any information related to a security adjudication of any CFTC employee or contractor.

(b) Procurement confidential information may be disclosed only to CFTC and contractor personnel directly concerned with the performance of the contract and who have a need to know such information to perform their assigned duties. It may be disclosed to no other parties, including CFTC and contractor personnel that do not have a need to know, and any and all other non-CFTC parties. Procurement confidential information includes but is not limited to information contained on CFTC requisitions and the documents attached thereto; Independent Government Cost Estimates and budgets pertaining to acquisitions and existing CFTC contracts; the content of existing CFTC contracts, whether derived directly from the contract itself or from other sources; contractor bid and proposal information, including technical and cost/price information; the number of bids or proposals received in response to solicitations; the content of CFTC Technical Evaluation Plans and Source Selection Plans; technical and cost or price evaluations of proposals; competitive range and phase 2 determinations; ranking of bids, proposals or competitors; reports and evaluations of source selection panels, boards, and advisory councils; and other information marked “Source Selection Information.”

(c) Pursuant to the Commodity Exchange Act, as amended (7 U.S.C. § 1, et. seq.), other laws and the terms and conditions of this contract, the contractor agrees to use confidential information only for the purposes of performing work under this contract, and to otherwise hold such information confidential.

The contractor shall not directly or indirectly use or allow the use of or access to confidential information for any purpose other than that directly associated with officially assigned duties, and shall not, either by direct action or by counsel, discussion, recommendation, or suggestion to any third party, reveal the nature or content of any confidential information. The contractor shall take appropriate steps to secure both paper and computer files and access to same to protect confidential information, shall lock paper records in cabinets or offices when not in use, shall only electronically transmit confidential information in encrypted form in compliance with CFTC policies and procedures, and shall dispose of paper records by shredding or similar means of secure destruction.

(d) If disclosure of confidential information to a third party is determined to be necessary by the Commission, the contractor shall first obtain written authorization from the Contracting Officer prior to disclosing the confidential information. The contractor shall continue to comply with this clause after expiration of this contract.

(e) The contractor shall comply with the Privacy Act of 1974, 5 U.S.C. § 552a, the Federal Information Security Management Act (FISMA), 44 U.S.C. § 3541 et seq., the Procurement Integrity Act, 41 U.S.C. § 423 as amended, and related regulations, shall use administrative, technical and physical security measures to protect CFTC confidential information from unauthorized access, disclosure and misuse.

(f) In the event of an incident involving the loss, compromise or unauthorized disclosure, real or potential, of PII, the contractor shall report the incident to the COR immediately and no later than one

(1) hour upon discovery of the incident, and if the COR cannot be immediately reached, to the CFTC Chief Information Security Officer and Chief Privacy Officer. In the event of an incident involving the loss, compromise or unauthorized disclosure, real or potential, of procurement confidential information, the contractor shall report the incident to the Contracting Officer and COR immediately and no later than one (1) hour upon discovery of the incident. The contractor shall cooperate with CFTC personnel in handling any investigation of the incident and mitigating risks of similar future incidents.

13. ORGANIZATIONAL CONFLICTS OF INTEREST (OCI)

(a) The contractor warrants that to the best of its knowledge and belief, and except as otherwise disclosed, it does not have any organizational conflict of interest, which is defined in FAR Subpart 9.5 as a situation in which the nature of work under a Government contract and a contractor’s organizational, financial, contractual or other interests are such that:

1. Award of the contract may result in an unfair competitive advantage; or

2. The contractor’s objectivity in performing the contract work is or might be otherwise be impaired.

(b) The contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract, it shall make an immediate and full disclosure in writing to the Contracting Officer, which shall include a description of the action(s) that the contractor has taken or intends to take to mitigate, eliminate, or neutralize the conflict.

(c) The provisions of this clause shall be included in all subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime contractor under this contract. The contractor shall include in such subcontracts and consulting agreements any necessary provisions to mitigate, eliminate, or neutralize organizational conflicts of interest.

(d) The Contracting Officer has determined, however, that the nature of the work to be performed under this contract may give rise to potential perceived or actual organizational conflicts of interest in future CFTC contracts. Accordingly, the contractor and CFTC have agreed to the following conditions:

1. The contractor shall not be required to develop specifications or statements of work that are to be incorporated into any CFTC solicitation; and

2. The contractor shall not be provided any Government cost estimates, source-selection information, or third-party proprietary technical or cost data.

(e) Additionally, the contractor understands that for any related follow-on contract, it may be required to provide a statement which describes concisely all relevant facts concerning any past, present or planned interest (financial, contractual, organizational, or otherwise) relating to the work to be performed under the proposed contract and bearing on whether the offeror has a possible organizational conflict of interest with respect to:

1. Being able to render impartial and objective assistance or advice; or

2. Being given an unfair competitive advantage. The offeror may also provide relevant facts that show how its organizational structure and/or management systems limit its knowledge of possible organizational conflicts of interest relating to other divisions or sections of the organization and how that structure or system would avoid or mitigate such actual or perceived organizational conflict.

The contractor understands that no award shall be made until any potential conflict of interest has been neutralized or mitigated to the satisfaction of the Contracting Officer, or unless a waiver has been granted.

14. INHERENTLY GOVERNMENTAL FUNCTIONS

No inherently government functions as defined in FAR 2.101 and FAR 7.5 shall be performed by the contractor under this contract. Contractor employees shall not participate in any deliberations or meetings intended to exercise an inherently governmental function. All final determinations such as binding the United States to take or not to take some action, selecting program priorities, and providing direction to Federal employees shall be made by the Government. The contractor shall immediately notify the Contracting Officer’s Representative and the Contracting Officer if performance of an activity would result in the performance of an inherently governmental function.

15. NON-PERSONAL SERVICES CONTRACT

In accordance with FAR 37.101, this contract is a non-personal services contract. Contractor personnel rendering the services shall not be subject, either by the contract's terms or by the manner of its administration, to the continuous supervision and control of a Government officer or employee. The contractor shall immediately notify the COR and the Contracting Officer if, through contract administration, the actions of a government employee will result in the performance of personal services as described in FAR 37.104.

16. LIABILITY

The contractor shall be responsible for all liabilities which result from willful misconduct, gross negligence, or lack of good faith on the part of any of its officers and employees. Such liability is not restricted by any dollar limitations.

17. MINIMUM INSURER FINANCIAL RATING / PREMIUM SIZE

The contractor shall maintain at least one of the following minimum insurer financial ratings during the life of this contract: A.M. Best: B+ ; Standard & Poor’s or Fitch: BBB ; or Moody’s: Baa2. If a contractor is rated by more than one of these rating organizations, each rating shall at least meet the above minimums. In lieu of being rated by one or more of these financial agencies, the contractor must have an annual premium volume of $1 billion or more as documented in the contractor’s annual report.

18. GOVERNMENT RIGHTS IN DATA

The Government shall have unrestricted rights in all documentation and other data developed by the Contractor under this contract, as described in FAR Clause 52.227-14, “Rights in Data-General (May 2014)”, which is incorporated herein by reference.

19. POLICY CHANGES MANDATED BY STATE INSURANCE LAWS OR OTHER

GOVERNMENTAL ENTITIES

The contractor agrees to abide by all terms and conditions of this contract. The mutually agreed upon terms of the policy and certificate of insurance will govern all matters of insurance.

Any future change to the terms and conditions of the contractor’s normal policies mandated by State Insurance laws or other governmental entities shall be brought to the Contracting Officer’s attention as soon as they are known to the contractor. These changes shall be discussed and accommodated within the CFTC contract as agreed to by both parties. In the unlikely event mutual agreement cannot be reached, the “Disputes” provisions of clause 52.212-4, “Contract Terms and Conditions–Commercial Items” of this contract shall be used to resolve.

20. NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this Part are hereby incorporated by reference (by Citation Number, Title, and Date), with the same force and effect as if it were given in full text. Upon request, the Contracting Officer will make its full text available. Also, the full text of clauses incorporated by reference may be accessed electronically at this Internet address:

https://www.acquisition.gov/far

NUMBER TITLE DATE

52.203-3 GRATUITIES APR 1984

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER APR 2014

RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON MAY 2011

POSTCONSUMER FIBER CONTENT PAPER

52.204-13 SYSTEM FOR AWARD MANAGEMENT JUL 2013

MAINTENANCE

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY NOV 2014

CODE MAINTENANCE

52.204-19 INCORPORATION BY REFERENCE OF DEC 2014

REPRESENTATIONS AND CERTIFICATIONS

52.212-4 CONTRACT TERMS AND CONDITIONS– MAY 2015

COMMERCIAL ITEMS

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED JUN 2013

OBLIGATIONS

52.232-40 PROVIDING ACCELERATED PAYMENTS TO DEC 2013

SMALL BUSINESS SUBCONTRACTORS

52.227-14 RIGHTS IN DATA–GENERAL MAY 2014

52.232-18 AVAILABILITY OF FUNDS APR 1984

https://www.acquisition.gov/far

21. 52.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (FEB 2015) (DEVIATION

2015-02)

(a) The Contractor shall not require employees or contractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibitions and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

22. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2015)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and

108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1146366 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113344 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137622 http://uscode.house.gov/

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15,…