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HHSM-500-2014-RFP-QIN-QIO
Amendment 0003 Responses to Solicitation Questions
| No. |
| Section |
| Section Number & Title |
| Question |
| Answer |
| 1 |
| Base Contract, Section G |
| G.33 Security Clause – Background Investigations for Contractor Personnel |
| Please confirm that all staff, with the exception of more restricted positions, must undergo National Agency Check and Inquiries (NACI) with fingerprinting. |
| Please refer to Section G.33 of the amendment. This will be determined after contract award. |
| 2 |
| Base Contract, Section G |
| G.33 Security Clause – Background Investigations for Contractor Personnel (Page 105 ) |
| In October 2011, QIOs responded to a CMS request for information relating to the Homeland Security Presidential Directive 12 (HSPD-12). Will HSPD-12 implementation occur during the 11SOW, and if so will CMS bear the costs for any associated expenses? |
| Please refer to Section G.33 of the amendment. |
| 3 |
| Base Contract, Section G |
| G.33 Security Clause – Background Investigations for Contractor Personnel (Page 105) |
| Do all positions require a NACI with fingerprinting check be done? If so, are they required prior to contract award? |
Are NACI background checks paid for directly by CMS or by the QIO-QIN?
Are NACI background checks required for current QIO employees?
Please refer to Section G.33 of the amendment. Background checks will be paid for by CMS. The requirements for which employees will require background checks will be determined after contract award.
| 4 |
| Base Contract, Section H |
| H.15 Governance Requirements, C. Other Considerations |
| Section H.15.C states, “Section 1152 (3) of the Act requires a minimum of at least one (1) consumer representative on the QIN-QIO governing body.” Does the consumer representative need to be from the state(s) covered by the QIN task order? |
| No. |
| 5 |
| Base Contract, Section H |
| H.15, pg. 127, Governance Requirements |
| Are IDIQ contractors, such as a Joint Venture organization, required to meet the governance requirements? |
| Yes. |
| 6 |
| Base Contract, Section H |
| H.15, pg. 127, Governance Requirements |
| Are all subcontractors regardless of role required to meet the governance requirements? |
| The governance is only required for prime offerors, however subcontractors must meet the requirements as outlined in FAR 52.203-13 and FAR 52.203-14. |
| 7 |
| Base Contract, Section H |
| H.15.A – Acceptable Compliance Program, page 127 |
AND, Section L.18, Tab C – Compliance Program, page 206
| There appear to be some inconsistencies between these sections and there are stated requirements that are more restrictive or exceed those reflected in the CMS Compliance Program Guidance referenced. For example, the requirements for the Compliance Program under Tab C, reference the "appointment of a Compliance Officer who is a member of the senior management team due to the position" whereas the Compliance Program Guidance requires only that the Compliance Officer have the authority "to make reports directly to the board of directors and/or to senior management". Will CMS revise these provisions to clarify that a compliance program that meets the standards of the Compliance Program Guidance will be acceptable? |
| Refer to the US sentencing guidelines in FAR 3.10. If the offeror is unable to meet these guidelines, CMS is willing to examine a mitigation strategy. |
| 8 |
| Base Contract, Section H |
| H.15.A Governance Requirements, Acceptable Compliance Program |
| In one portion of the base contract the Compliance officer is defined as member of the management team. In another it’s defined as an independent member of the management team inferring that they must be a stand-alone position. Which is it? Can a member of the management team also be the Compliance Officer or must they be a separate position? |
| Refer to the US sentencing guidelines in FAR 3.10. If the offeror is unable to meet these guidelines, CMS is willing to examine a mitigation strategy. |
| 9 |
| Base Contract, Section H |
| H.15.A GOVERNANCE REQUIREMENTS-Acceptable Compliance Program |
| In a prime/sub relationship, is it permissible for the either the prime or the sub to own the compliance function and share it with their partners? Or must each have its own Compliance Officer? |
| Each component must have its own Compliance Officer, as applicable. |
| 10 |
| Base Contract, Section H |
| H.15.A. Acceptable Compliance Program, Item 2., 251. Page #: 127 |
| Should the Compliance Officer position be considered a directly funded position? |
| The hours incurred by a compliance officer would normally be charged as an indirect cost or be in accordance with your accounting system procedures. |
| 11 |
| Base Contract, Section H |
| H.15.A.2 Governance Requirements, Acceptable Compliance Program |
| Is the Compliance Committee listed in item 2 the same as the Compliance Committee cited as independent members of the Governing Body? |
| Please refer to link included in H.15.A (Note). The Priority of CMS is to have independent members of the Governing Body as well as committee of non-board members at the Executive Level, shared by the Compliance Officer, to monitor day to day operations. |
| 12 |
| Base Contract, Section H |
| H.18 DEFINITION OF A QIN-QIO AS A LARGE BUSINESS |
| This section states that DHHS “has determined that all non-profit organization are defined as large businesses.” Upon what is this based? The SBA makes this statement but only with regard to applying for SBA loans. Otherwise, small businesses determinations are made by revenue or employee count based upon NAICS codes. Please explain how DHHS can make this determination. |
| SBA defines a small business concern as one that is independently owned and operated, is organized for profit, and is not dominant in its field. Refer to: http://www.sba.gov/content/what-sbas-definition-small-business-concern |
| 13 |
| Base Contract, Section H |
| H.21(d) Contractor Compliance Officer Responsibility, p. 134 |
| Please clarify the circumstances when a subcontractor’s Conflict of Interest Certificates must be submitted to the Contracting Officer. Do the subcontractor consent requirements of this section only apply when consent is required per Section G.14.C.? |
| The government requires that a pre-award Conflict of Interest Certificate must be completed during the pre-award phase for Government review. Post-award, the Prime Contractor assumes responsibility/oversight of the Subcontractor. |
| 14 |
| Base Contract, Section H |
| H.3 |
| CMS has gone to extraordinary lengths to separate BFCC and QIN QIO given the view of OCI. As such, is page 111, D (3) a typo since QINs will no longer be doing review? |
| See amendment and changes to this section. |
| 15 |
| Base Contract, Section H |
| H.3 |
| Is there any scenario in which we can, without conflict of interest, offer fee-based consulting services to health care providers in our QIN-QIO region? |
| Yes however, all subcontracting and consulting agreements will need to be reviewed for conflict of Interest. The major restrictions would be that the consulting can’t be for any aspect of the tasks under the 11th SOW and can’t conflict with tasks under the SOW. |
| 16 |
| Base Contract, Section H |
| H.3 |
| The Conflict of Interest requirements for QIN-QIOs is very restrictive and inconsistent with revised OCI process implemented by CMS in 2013. How does this allow QIN-QIOs to pursue other contracts that were conflicted by case review under the current contract structure? |
| See amendment, all Conflict of Interest must be evaluated on a case-by-case basis. |
| 17 |
| Base Contract, Section H |
| H.3 |
| Is it considered a COI for a QIN-QIO to hold a Medicaid review contract within the region they serve as the QIN-QIO. If yes, is this COI mitigatable? |
| They are not excluded, but must be reviewed as potential conflicts of interest may still exist. |
| 18 |
| Base Contract, Section H |
| H.3 |
| We provide support to the payers (auditing claims and revenue cycle management). Would this OCI us out of any of the QIO work? |
| They are not excluded, but must be reviewed as potential conflicts of interest may still exist |
| 19 |
| Base Contract, Section H |
| H.3 |
| We provide support to the providers (help desk, HIT, and revenue cycle management). Would this OCI us out of any of the QIO work? |
| They are not excluded; however there is a considerable risk for conflict of interest and a detailed, acceptable mitigation plan must be provided, if necessary. |
| 20 |
| Base Contract, Section H |
| H.3 |
| Regarding a financial interest, specifically an ownership or investment interest through equity or debt, subsection 5(a), if a QIO sells an affiliate so it can independently bid, will CMS permit payout of the purchase price over time (beyond bid submission, up to contract award, later, etc.) without complications for conflict of interest for buyer or seller? |
| Debt equity is recognized by the government as a financial Interest. Provide a short term divestiture plan. Long term pay out solutions are not a favored instrument in the views of CMS. |
| 21 |
| Base Contract, Section H |
| H.3 |
| CMS has outlined a vision for the QIN-QIO solicitation that requires broad community engagement and alignment towards system redesign. CMS has asked us to go "both wide and deep" as we reframe our work. CMS has also actively worked to separate this community engagement work from the case review work and from potential conflicts with collaboration present in that role. However, the QIN-QIO contract still contains aggressive COI language that appear to us to make it difficult for contractors to partner effectively to align the work across the community. Can you provide guidance that will help us reconcile these rules with the aims of the contract outlined in the RFP? |
| CMS is looking for offeror’s to be able to identify potential conflicts and produce an acceptable mitigation strategy that will be reviewed by offeror’s compliance officers to ensure that no conflicts of interests are present. |
| 22 |
| Base Contract, Section H |
| H.3 |
| Per the 11SOW RFP, contractors are required to query their key personnel (managers, directors, board members) for potential or actual Personal COI. The last bullet on slide 134 of the Pre-proposal Conference slides (12.16.2013) refers to disclosing “Financial interests in other entities, including percentage of ownership in any other entity, income generated from other sources, and a list of current or known future contracts with entities that cause conflict.” Although the RFPs do not indicate CMS will collect this information, it is mentioned that CMS may ask QIOs to disclose this information to them upon request. |
Is it sufficient for contractors to ask key personnel if they have any actual or potential Personal COI, and if “no”, simply sign and attest to that, but if “yes”, then be required to list specifics (i.e., percentage of ownership income generated, etc.)? or Are contractors required to collect financial-investment information up front and review it to determine if it is a potential or actual personal COI?
No. CMS has provided attachment J.20 in this amendment to give guidance as to what the Personal Conflict of Interest Disclosure should entail. Please utilize attachment J.20 as a template for your company to create a Personal Conflict of Interest Disclosure Form for the aforementioned individuals to complete.
| 23 |
| Base Contract, Section H |
| H.3 |
| Section & Title: L.14 Volume I: Multi-State Technical Proposal 1. Multi-state eligibility, pg. 193 Question: Clarify the governance required, is the governing body to represent all the collaborating/partner QIOs with an additional overarching governing body with reps per each QIO, with both a rep for healthcare providers and a rep for consumers. |
| CMS is looking for the governing body over the Prime Contractor and would like to see that follows H.21.a. The Prime has responsibility of ensuring that the subcontractors are set up to a standard that CMS would deem acceptable. |
| 24 |
| Base Contract, Section H |
| H.3 |
| Are individual state task order contractors responsible to monitor and identify actual, potential or apparent OCIs for every business relationship, contractor, employee, and family member within each of its IDIQ Umbrella Contractor affiliate organizations? |
| The Prime contractor is responsible for monitoring their key personnel of themselves and their subcontractors. |
| 25 |
| Base Contract, Section H |
| H.3 |
| Since medical case review will no longer be a part of a QIN-QIOs responsibility for mitigation what other types of QIN-QIO work might be considered to create a situation of impaired objectivity? |
| There are other contracts that offerors may hold that may present other forms of Conflict of Interest other than Medicare case review work. |
| 26 |
| Base Contract, Section H |
| H.3 |
| How did CMS consider the pending New FAR regulations on OCI when developing section H.3 Conflict of Interest? |
| CMS only considers existing FAR Regulations. |
| 27 |
| Base Contract, Section H |
| H.3 |
| QIO has some contracts with hospitals in its area to perform medical review upon specific cases (non-Medicare) for which the hospital staff wishes an independent review. Would such contracts constitute a COI and need to be terminated or mitigated for the QIO to receive a QIO-QIN contract? |
| There are other contracts that offerors may hold that may present other forms of Conflict of Interest other than Medicare case review work, and require avoidance, neutralization, or mitigation. |
| 28 |
| Base Contract, Section H |
| H.3 Conflict of Interest |
| Does reference to “Contractor” in this Section mean the IDIQ Umbrella Contractor or the individual state task order contractor? |
| The IDIQ contractor and the individual state task order contractor are the same. |
| 29 |
| Base Contract, Section H |
| H.3 Conflict of Interest |
| We are bidding on the QIN-QIO work and are working on an agreement to sell our case review staff and system resources to another organization (non QIN-QIO organization) upon award of the BFCC QIO contract. If this organization is successful in their bid for the BFCC QIO work, will my eligibility for QIN-QIO award be in jeopardy because I will still need to retain these same staff through July 31, 2013 to complete the required work on the 10th SOW? Can this issue be managed through a transition plan? |
| The decision to divest is an organizations’ business decision. If you decide to divest, it’s a full diversification with no affiliations and the government considers a debt interest to be an ownership interest. Therefore, if you are divesting, a divesture plan should include all sufficient milestones. A divestiture must be submitted with your proposal and the divestiture must be completed prior to the award of the QIN-QIO contract. Please refer to the Amendment. |
| 30 |
| Base Contract, Section H |
| H.3 Conflict of Interest |
| CMS has outlined a vision for the QIN-QIO solicitation that requires broad community engagement and alignment towards system redesign. CMS has asked us to go "both wide and deep" as we reframe our work. CMS has also actively worked to separate this community engagement work from the case review work and from potential conflicts with collaboration present in that role. |
However, the QIN-QIO contract still contains aggressive COI language that appear to us to make it difficult for contractors to partner effectively to align the work across the community. Can you provide guidance that will help us reconcile these rules with the aims of the contract outlined in the RFP?
Given that CMS's contracting strategy for the 11th Statement of Work separates these two functions into separate sets of contractors, prohibiting participation in both types of contracts, and the QIN QIOs will no longer be performing case review, why is the Conflict of Interest provision for this contract nearly identical to Section H.11 of the BFCC-QIO RFP rather than reflecting the more limited circumstances in which a conflict of interest could arise for a QIN-QIO? Is CMS able to articulate examples of the circumstances in which it believes a conflict of interest could arise for a QIN-QIO and what other roles it believes could have the potential to impair the objectivity of a QIN-QIO in performing quality improvement activities?
Organizational Conflict of Interest is not limited to the division of Beneficiary and Family Centered Care (BFCC) or Quality Innovation Networks (QIN) work. Nor is Organizational Conflict of Interest limited to those items that are outlined in section B.3 “QIN-QIO Contract Limitations.” Organizational Conflict of Interest is a topic outlined in various sections of the Federal Acquisition Regulation (FAR) including: FAR 3.101-1 “Standards of Conduct. General” and FAR 9.5 “Organizational and Consultant Conflicts of Interest” as well as clause 52.203-13 “Contractor Code of Business Ethics and Conduct”.
FAR 9.504 requires the Contracting Officer to identify potential organizational conflicts of interest and to avoid, neutralize or mitigate significant potential conflicts before contract award in every procurement. In carrying out that responsibility, FAR 9.505 requires the Contracting Officer to do so based upon the two underlying principles: “(a) Preventing the existence of conflicting roles that might bias a contractor’s judgment; and (b) Preventing unfair competitive advantage.”
CMS has amended section H.3 to correct undo restrictions.
| 31 |
| Base Contract, Section H |
| H.3 Conflict of Interest D. Identification of conflict, page 111 |
| We were expecting less restriction on organizations holding IDIQ, QIN-QIOs contracts from doing peer review of cases for small hospitals. From our read of the Conflict of Interest section D, it would appear that these restrictions are still in place and in fact may be more restrictive. A number of current QIOs hold Medicaid contracts that benefit the tax-payer as well as well as the patients and clients served. Please comment on the reference to 3. a. and its reference to Medicaid services as an entity with a conflict. |
| This language has been removed, please refer to the Amendment for section H.3. |
| 32 |
| Base Contract, Section H |
| H.3 Conflict of Interest, pages 108-115 |
| With regard to analyzing whether an impaired objectivity OCI exists based on a financial, contractual relationship, will CMS look further than the existence of the financial interest itself and the nature of the customer (e.g., a health care provider) to consider the scope of the work being performed and examine whether the interests of the Government under the QIN-QIO contract and the interests of the QIO (or its customer) under the other contract are actually in conflict or whether the interests are all aligned in such a way that there is no potential for the relationship to impair the QIO's objectivity? |
| Their only needs to be a potential for Conflict of Interest in which the FAR requires CMS to review. |
| 33 |
| Base Contract, Section H |
| H.3 Conflict of Interest, pages 108-115 and Section H.14, CMS-Directed Subcontracts/Special Lead QIN-QIOS, page 126 |
| Will CMS clarify under both provisions that there will be no implications for Conflict of Interest due to the QIN-QIO's coordination at CMS's direction with designated CMS support contractors? |
| No Conflict of Interest should exist between the CMS directed subcontractors and the QIN-QIO contractors. |
| 34 |
| Base Contract, Section H |
| H.3 Conflict of Interest. F. Contractor’s responsibility with regard to subcontractor. |
| The RFP establishes that “The Contractor is responsible for determining throughout the life of this contract whether a conflict of interest exists in any of its proposed Subcontractors at any tier and is responsible for ensuring that the Subcontractors have mitigated any actual, apparent and potential conflicts of interest on a continuous basis”. Does that mean that all requirements regarding OCI have to be submitted to CMS just by the QIN QIO lead (including OCI certifications, audit plan, mitigation plan, compliance program, etc.)? Will the subcontractor submit all the OCI information to the QIN-QIO lead, not to CMS? |
| CMS is looking for a pre-award submission from all Prime Contractors and Subcontractors. Post-award, this will only be submitted by the Prime Contractor. |
| 35 |
| Base Contract, Section H |
| H.3 Conflict of Interest. G. Conflict of Interest Evaluation. f) OCI Certification |
| The RFP establishes that “an affirmation must be signed by an official authorized to bind the contractor”. The question is: does the proposal have to include this affirmation only from the QIN QIO lead or for each subcontractor? |
| CMS expects to have this information presented in the conflict of interest volume for Primes and Subcontracts during the pre-award phase. |
| 36 |
| Base Contract, Section H |
| H.3 PCC |
| Would it be a conflict of interest for a QIN-QIO to be a PCC subcontractor, given that it would not have unmediated interaction with CMS (i.e., CMS would direct the work of the non-QIO prime, which directs the work of the sub)? Such an arrangement would allow CMS to retain valuable Program knowledge and experience that supports a smooth transition to the 11th SOW. |
| No, as outlined in section B.3 QIN-QIO Contract Limitations. |
| 37 |
| Base Contract, Section H |
| H.3, Article D., Identification of Conflicts, subsection 3.a., page 111 |
| It is known that several existing QIOs currently perform medical review services for state Medicaid agencies. This work is performed within their QIO state and in other states awarded through a formal solicitation process. In reading Article D.3 of Section H.3., the question occurs as to whether the QIO can continue to provide medical review and/or utilization review services in the state(s) wherein they are seeking an award of contract as a QIN-QIO. The language reads: |
a) Would review or does review, under the contract, Medicare and/or Medicaid service furnished by a provider or supplier that is a direct competitor of the Offeror or Contractor.
We ask for clarification since the provider(s) and/or supplier(s) of the services to the Medicaid beneficiaries in a given state are not direct competitors with the Offeror or Contractor seeking an award of a QIN-QIO contract. Is this viewed as a COI because of the existing communication and evaluative requirements between the UR/MR QIO-contractor and the Medicaid providers/suppliers within a given state?
This information will still need to submit within the Conflict of Interest volume for review before a determination can be made. Conflict of Interest is must be based off of factual evidence.
| 38 |
| Base Contract, Section H |
| H.3, Conflict of Interest (Page 108) |
| In the case of a Joint Venture where two or more existing companies form a new corporate entity to submit a proposal for QIO services: |
a. Will contractors submit one Organizational Conflict of Interest Certificate for all the joint venture participants? We anticipate that this would also include a Conflict of Interest Certificate for each joint venture participant serving in the role of subcontractor.
b. Are contractors required to submit an individual OCI Certificate for each state?
The Joint Venture as the Prime must provide a Conflict of Interest submission, as well as all subcontractors must provide a Conflict of Interest submission to CMS for pre-award concerns.
| 39 |
| Base Contract, Section H |
| H.3, Conflict of Interest, Page #: 108-115 |
| With regard to analyzing whether an impaired objectivity OCI exists based on a financial, contractual relationship, will CMS look further than the existence of the financial interest itself and the nature of the customer (e.g., a health care provider) to consider the scope of the work being performed and examine whether the interests of the Government under the QIN-QIO contract and the interests of the QIO (or its customer) under the other contract are actually in conflict or whether the interests are all aligned in such a way that there is no potential for the relationship to impair the QIO's objectivity? |
| Their only needs to be a potential for Conflict of Interest in which the FAR requires CMS to review. |
| 40 |
| Base Contract, Section H |
| H.3, Page 108 |
| Under B. Disclosure it states “Contractors must disclose all actual, apparent and potential conflicts of interest to the Contracting Officer during the term of the contract”. This language seems to be a copy/paste from earlier QIO contract language. The COI process was in during the 10SOW to an internal process. Are we going back to the older procedure? Is the CMS contracting office prepared to handle this process with prompt turnaround times, as there was an enormous backlog early in the 10SOW when this process was required? |
| CMS is asking for this information during the pre-award phase. Refer to H.21 regarding Compliance Officer Responsibilities for post award concerns during the life of the contract. |
| 41 |
| Base Contract, Section H |
| H.3, Page 111 |
| Under D.3. where “entity” is defined, what is meant by “the contract” in a) - c)? We assume this means the IDIQ QIN-QIO contract. |
| Correct |
| 42 |
| Base Contract, Section H |
| H.3, Page 111 |
| Regarding D.3.c) the FAR referenced is related to small business. Why is this referenced when you state in H.18 that QIOs cannot be considered small businesses? We are unclear why this FAR is being referenced. |
| The FAR reference is incorrect. Please refer to amendment. |
| 43 |
| Base Contract, Section H |
| H.3, Page 111 |
| Under D.3. None of review activities listed in a) – c) are required tasks in this IDIQ and, in fact, are not allowed to be done by a QIN-QIO. Since these situations (a-c) could never be the case, by this definition, a QIN-QIO would never be an “entity with a conflict”. Is this correct? |
| Please refer to the Amendment in section H.3. The potential of Conflict of Interest can be present. |
| 44 |
| Base Contract, Section H |
| H.3, Page 112 |
| Under D.5. (post awards of interest) the first bullet mentions an entity that is “contacted.” We will “contact” a lot of entities during the course of the work. Can you provide more detail regarding how contacting entities constitutes a COI? |
| Please refer to the Amendment in section H.3. |
| 45 |
| Base Contract, Section H |
| H.3, Page 112 |
| Under D.5. (post awards of interest) the first bullet mentions “review”. Why is this mentioned when review work is no longer allowed? |
| Please refer to the Amendment in section H.3. |
| 46 |
| Base Contract, Section H |
| H.3, Page 114 |
| Under G.1.h) 3) which is about providing a list of contracts, in the past this list was only for providers in a state. With this being an IDIQ and covering multiple states, does this list need to include providers for only those states being proposed by the primary bidder, or must it include every contract the primary bidder may have with any provider throughout the US? For some bidders this list of contracts could go on for thousands of pages. |
| This listing needs to be of states in which the offeror is proposing, however, if providers that the offeror is working with have a national reach, CMS needs to review those contracts as well. |
| 47 |
| Base Contract, Section H |
| H.3, page 114 |
| Under G.1.h) 4 regarding the period of performance for each contract listed on the “list of current or known future contracts”, how far back must this go? Would we only need to list contracts that would still be active on 8/1/14? For example, a contract going from 9/1/13 – 6/30/14 would not need to be included as this could not possibly be a conflict with work beginning 8/1/14? |
| CMS wants a listing of contracts that the offeror will continue to have at the time of contract award or contracts that are pending and will being awarded during the award phase of this contract. Any contracts that have a rollover provision or automatic renewal must be included as well. Contracts that have already expired, or will expire before the award of this contract do not need to be included. |
| 48 |
| Base Contract, Section H |
| H.3.A Conflict of Interest, General |
| Is case review for the state Medicaid program in which you hold a QIO contract a conflict of interest? |
| They are not excluded, but must be reviewed as potential conflicts of interest may still exist. |
| 49 |
| Base Contract, Section H |
| H.3.C Conflict of Interest, Definitions |
| If a QOI contracts with another QIO to perform HEDIS work. Is that considered an affiliation? Is this considered a COI? |
| Review section H.3.C.4 as to the definition of Affiliates. Submit this contract with your conflict of interest submission to be reviewed as potential conflicts of interest may still exist. |
| 50 |
| Base Contract, Section H |
| H.3.C.5 Financial Interest/Relationships, page 110 |
| Can a QIN-QIO have a financial relationship to provide or support technical assistance with a healthcare facility or a provider organization? |
| All Conflict of Interests must be factually examined on a case-by-case basis, therefore examples would be inappropriate. |
| 51 |
| Base Contract, Section H |
| H.3.D Special Contract Requirements - COI |
| Will a COI exist if a QIN holds a consulting agreement with a hospital (or other provider) in its area, but that hospital (or other provider) is not participating as a recruited facility in the QIN contract? |
| On the surface the answer is no, however this should be evaluated by the Offeror's Compliance Officer. |
| 52 |
| Base Contract, Section H |
| H.3.D. Identification of Conflict |
| Section H.3.D states that the Contracting Officer determines that a contractor has a COI if the contractor is an entity described in paragraph H.3.C or has a financial relationship with an entity described in H.3.C. However, H.3.C consists of definitions, and does not describe entities. Is the reference to H.3.C incorrect, and, if not, what is the correct reference? |
| This reference is correct, and refer back to H.3.C.1. Additionally, understand that these sections are linked together. |
| 53 |
| Base Contract, Section H |
| H.3.D.1 a Identification of conflict, p. 111 |
| The reference section appears to be incorrect. Should the reference to “H.3.C of this section” instead refer to “H.D.3 of this section”? |
| Yes. Please review the December 24, 2013 Amendment for this correction. |
| 54 |
| Base Contract, Section H |
| H.3.D.5(a) Post-award conflict of interest |
| This section notes there is a conflict of interest if “Contractor receives any fee, compensation, gift, payment of expenses, or any other thing of value from any entity that is reviewed or contacted during the normal course of performing activities under the contract.” [Emphasis added.] Please explain why it is a conflict of interest for the QIN-QIO when the case review functions have been removed from the contract. |
| Please refer to the Amendment to Section H.3. |
| 55 |
| Base Contract, Section H |
| H.3.D.5.a Identification of conflict – Post-Award conflicts of interest, p. 112 |
| CMS states that “the Contracting Officer considers that a conflict of interest has occurred if during the term of the contract—The Contractor receives any fee, compensation, gift, payment of expenses, or any other thing of value from any entity that is reviewed or contacted during the normal course of performing activities under the contract”. We understand the issue of apparent or real OCI is in relation to case review activities. But the conflicts inherent in the QIN activities are much less clear, thus making it difficult to identify mitigation strategies. Because the QIN-QIO contracts will not include “review”, the characterization as a conflict of any “contact” with an organization from which the Contractor receives a fee seems unduly restrictive absent any indication about what CMS considers to create the conflict. Does CMS intend that QIN-QIOs have no other business with entities that may be contacted during the course of performing business under the contract? If not, please describe the source of conflicts that must be mitigated in order to assure non-impaired objectivity, etc. |
| Please refer to the Amendment to Section H.3. |
| 56 |
| Base Contract, Section H |
| H.3.F Contractor’s responsibility with regard to subcontractors (page 112); L.17.D Subcontract and Consulting Agreements (page 199) |
| May subcontractors submit proprietary business information directly to CMS for the Conflict of Interest and business requirements? |
| Yes, the government will accept unsanitized proposals directly from subcontractors. Please note that the cover of the subcontractor’s submission must identify the prime contractor and any other identifying factors related to the prime contractor’s proposal. |
| 57 |
| Base Contract, Section H |
| H.3.F, p. 112 |
| Would the government please confirm that the requirement for subcontractors to “follow the same procedures for identifying, evaluating and resolving actual, apparent or potential conflicts of interest” is specific to Organizational Conflict of Interest requirements? |
| Both Prime and Subcontractors have the same the requirements for Conflict of Interest. |
| 58 |
| Base Contract, Section H |
| H.3.G Conflict of Interest (OCI) evaluation, p. 113 |
| Section H.21.a) specifies that the QIO’s compliance officer makes the conflict of interest determination for officers, directors and managers and that “the documentation specifically related to the COI determination including the actual COI certification(s), should not be submitted to the Government with the conflict of interest certificate.”. In addition, Section H.3.G.1.a) provides that the OCI certificate will contain “A description of all business and/or contractual relationships…of its officers, directors and managers, that a prudent business person and/or the Government would view as an actual, apparent or potential conflict of interest…”.The information references providing specific information that the QIO’s compliance officer will use to make a determination on potential or actual conflict of interest including information that may not create a potential or actual conflict of interest. Would the government please clarify (consider deleting?) these requirements for the conflict of interest certificate to reflect that these details are not submitted as part of the certificate? |
| Section H.3.G is concerning the pre-award process, in which CMS is requesting this information in order to determine contractor/offeror’s responsibility. Section H.21, is referring to post contract award for contractors to perform their own reviews and determinations. |
| 59 |
| Base Contract, Section H |
| H.3.G.1(d) Conflict of Interest, Conflict of interest (OCI) evaluation, Disclosure |
| Please give examples of scope of work assigned to external compliance audit. |
| All Conflict of Interest must be factually examined on a case-by–case basis, therefore examples would be inappropriate. |
| 60 |
| Base Contract, Section H |
| H.3.G.1, Conflict of Interest evaluation |
Page #: 113
| Please clarify the reference to “H.3.C.5 (a) through (i) of this section as follows.” H.3.C.5 has subsections a – k, and the “section as follows” includes subsections a-h. |
| Refer to the Amendment. |
| 61 |
| Base Contract, Section H |
| H.3.G.1.d – Conflict of interest (OCI) evaluation, Audit Plan |
| This section requires a description on the contractor’s plan to contract with an independent auditor to conduct an annual conflict of interest audit. We would like to confirm that this will be a required direct cost expense that will be presented in the budget and business proposal. |
| This should normally be charged as an indirect cost or be in accordance with your accounting system procedures. |
| 62 |
| Base Contract, Section H |
| H.3.G.1.h.5 Conflict of Interest (OCI) evaluation (for officers, directors and managers, p. 114 |
| Assuming that this language is meant to refer to sections H.3.G.1.h) 1) and 2) it is not clear from the remainder of this Section H.3 that the broad reference to “Income generated from other sources” is required to be reported for officers, directors and managers of the offeror. Would the government please either delete that reference or clarify that the income is from sources as outlined in Section L.18.Tab B 2 Conflicts of Interest (Personal)- Information and Detail? |
| Please review attachment J.20 for Personal Conflict of Interest Submissions. CMS is looking for disclosures of any healthcare investments or business relationships, dollar amounts do not need to be included. |
| 63 |
| Base Contract, Section H |
| H.3.G.a – Conflict of Interest, pages 108-115 |
| With regard to the evaluation of conflicts generally, H.3.G.a references as the standard those relationships "a prudent business person and/or the Government" would view as an actual, apparent or potential conflict. Does CMS consider itself bound by a different standard of review than a prudent business person? If so, please describe that standard. Isn't CMS also obligated to use an objectively reasonable standard in determining whether there is even a potential or apparent conflict? |
| The FAR requires that these reviews need to take place. |
| 64 |
| Base Contract, Section L |
| L.18 TAB B 2 Conflicts of Interest (Personal)- Information and Detail Third Bullet, p. 205 |
| This section requires that disclosure include “percentage of ownership in each entity that might be reviewed under the contract…” We understand the issue of apparent or real PCI in relation to case review activities. But the conflicts inherent in the QIN activities are much less clear, thus making it difficult to identify mitigation strategies. Would the government please clarify how affiliations of this type would relate to potential PCI for the QIN activities or modify/delete the section? |
| All Conflict of Interest must be factually examined on a case-by-case basis, therefore examples would be inappropriate. |
| 65 |
| Base Contract, Section L |
| L.18 TAB B 2 fourth bullet |
| Given that FAR 3.1101 states personal financial conflicts excludes diversified mutual fund investments we are concerned that the definition of Financial Interest/Relationship in Section H.3. C.5.g) requires that directors, officers and managers report all investments in healthcare of medical sector funds including healthcare sector mutual fund investments . Would the government consider removing that requirement? |
| No. Healthcare sector mutual fund investments are not considered diversified mutual fund investments. |
| 66 |
| Base Contract, Section L |
| L.18 TAB B 2 fourth bullet |
| Given that FAR 3.1101 states personal financial conflicts excludes diversified mutual fund investments we are concerned that the definition of Financial Interest/Relationship in Section H.3. C.5.g) requires that directors, officers and managers report all investments in healthcare of medical sector funds including healthcare sector mutual fund investments. Would the government consider removing that requirement? |
| No. Healthcare sector mutual fund investments are not considered diversified mutual fund investments. |
| 67 |
| Base Contract, Section L |
| L.18 Tab B 2 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions, Conflicts of Interest (Personal) – Information and Detail |
| "Per the 11SOW RFP, contractors are required to query their key personnel (managers, directors, board members) for potential or actual Personal COI. The last bullet on slide 134 of the Pre-proposal Conference slides (12.16.2013) refers to disclosing “Financial interests in other entities, including percentage of ownership in any other entity, income generated from other sources, and a list of current or known future contracts with entities that cause conflict.” Although the RFPs do not indicate CMS will collect this information, it is mentioned that CMS may ask QIOs to disclose this information to them upon request. |
Is it sufficient for contractors to ask key personnel if they have any actual or potential Personal COI, and if “no”, simply sign and attest to that, but if “yes”, then be required to list specifics (i.e., percentage of ownership income generated, etc.)? Or Are contractors required to collect financial-investment information up front and review it to determine if it is a potential or actual personal COI?"
CMS has provided attachment J.20 "Organizational Conflict of Interest Sample Disclosure Format Template" for offerors to use to collect this information from their Key Personnel, Managers, Directors and Board Members. CMS will be reviewing these disclosures during the pre-award process in order to make a responsibility determination of all offerors. Post contract award, successful offerors Compliance Officers should be collecting this information in order to make future responsibility determinations.
| 68 |
| Base Contract, Section L |
| L.18 Tab E. Governance Organization |
| According to the RFP, the Offeror’s governance structure should be included in this section. However, on page 193 under 1. Multi-State Eligibility Requirements it also states that it must be addressed in Volume I: Multi-State Technical Proposal. Can CMS confirm that the governance structure needs to be addressed in Volume I as well? |
| L.14 (b) (1) reads as follows: “A governing body that includes at least one individual who is a representative of health care providers and at least one individual who is a representative of consumers.” CMS is not asking for the complete governance structure, just proof that the offeror can adhere to CFR 475.101(a), CFR 475.103, and CFR 475.105. |
| 69 |
| Base Contract, Section L |
| L.18 Volume V – COI and Compliance Program |
| Are the required components of this volume intended to be presented at the IDIQ Umbrella Contractor level or at the individual state task order contract level? |
| The OCI will be reviewed at the IDIQ level and the state task order level. |
| 70 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Organization and Proposal Instructions, TAB B, Conflict of Interest (Organizational) – Information and Detail |
| L.18.TAB B. 1 indicates that the “Offeror shall submit the disclosure of information contained in Section H.3.c.1-3 Conflict of Interest Certificate.” H.C.3 is labeled “Definitions”. Please confirm that under L.18, Government is requesting response to elements provided in H.3.G Conflict of interest (OCI) evaluation. |
| Yes, Under Section L.18. TAB B: 1, The Offeror shall submit the disclosure of information contained in Section H.3.G Conflict of Interest Evaluation (page 113). |
| 71 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions (page 202) |
| The tabs listed in the table on page 202 in the proposal do not exactly match the headers in the text. For example, the table on page 202 lists Tab A as Conflict of Interest – Summary List of Contracts, whereas the text on page 202 lists Tab A as Organizational Conflict of Interest – Summary List of Contracts. May Offerors use the names of tabs listed in the table on page 202? |
| Yes, refer to the amendment. |
| 72 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions, TAB B, Conflict of Interest (Organizational), 2. Conflicts of Interest (Personal) – Information and Detail |
| Given the nature of the information requested for disclosure, what safeguards does the Government propose regarding retention and management of this data, particularly where this information will be made part of the contract file? |
| The Government follows the guidance under FAR 52.227-17 and FAR 52.227-23 |
| 73 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions, TAB B, Conflict of Interest (Organizational), 2. Conflicts of Interest (Personal) – Information and Detail |
| This section indicates that “for the purposes of PCI disclosures, the Offeror’s Compliance Officer or designee shall review the Individual PCI Certifications for managers, key personnel and governing body members.” Please advise if the disclosures for managers are limited to managers who are directly engaged in support or management of work under this IDIQ and related task orders. If not, please clarify/define which managers are subject to this disclosure requirement. |
| Only those Key Personnel that will be assigned to this specific contract, as well those support management and oversight of this contract. Additionally, governing body members are subject to PCI disclose. |
| 74 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions, TAB C: Compliance Program |
| Tab C indicates “Offeror shall have in place a compliance program that is acceptable to CMS”. Please confirm that submission of disclosure under Tab C is limited to the Prime. |
| No, it is for both subcontracts and Prime contractors. |
| 75 |
| Base Contract, Section L |
| L.18 Volume V – Conflict of Interest and Compliance Program Organization and Proposal Instructions; H-3.F Contractor’s responsibility with regard to subcontractors |
| L.18 indicates that “Offeror shall submit Volume V, Conflict of Interest and Compliance Program, with its proposal. In addition, the same information shall be submitted in Volume V, Appendices, for each subcontractor proposal.” As written, L.18 makes no provision to allow subcontractors to submit information that would be considered proprietary or sensitive (e.g., personal information that may be subject to Privacy Act considerations) under seal to the Government and requires that COI/Compliance Program information be included as Appendices to the Prime’s overarching COI/Compliance Volume. H.3.F at para. 2, however, references actions to be taken in event subcontractor does not elect to share COI certificate with Prime. |
Would the Government consider clarifying the submission requirements regarding subcontractors’ ability to submit Vol. 5 directly to the Government under seal?
Per Section H.3.F, page 112, should the subcontractor choose not to share its OCI Certificate submission with the Contractor, due to the proprietary information contained in an OCI Disclosure, CMS will assume the responsibility for evaluating and determining if the Subcontractor’s OCIs have been resolved.
In this instance, subcontractor shall submit its OCI Certification submission directly to CMS but must include a copy of the cover letter from the prime contractor’s submission indicating which submission this information is associated with. Also, prime contractor must indicate in its Volume V submission which subcontractor will be submitting separate information directly to CMS.
| 76 |
| Base Contract, Section L |
| L.18 VOLUME V – CONFLICT OF INTERST AND COMPLIANCE PROGRAM ORGANIZATION AND PROPOSAL INSTRUCTIONS, page 202 |
| This section states that subcontractor COI programs should include “the same information” and be included in an appendix. We assume that this means the equivalent of the full Volume V will be included in the appendix for each subcontractor, correct? This seems similar to each state providing a separate Volume II, and we are wondering why this volume wasn’t done the same way. |
| Every Prime and Subcontractor must submit one Conflict of Interest, Volume V, for this procurement. |
| 77 |
| Base Contract, Section L |
| L.18 VOLUME V – CONFLICT OF INTERST AND COMPLIANCE PROGRAM ORGANIZATION AND PROPOSAL INSTRUCTIONS, page 205 |
| In the section describing the contents of Tab B, point 2 about PCI disclosures, the first bullet lists the employee’s or their family’s “contracts or arrangements” with “any insurance organization …”. Insurance coverage for an employee and their family would classify as a “contract or arrangement” with an insurance company. How is this a conflict with the work in TO 001? If this means a contract to do work for an insurance company, with a separation of review work from the QIN-QIO work, what is the need for this level of disclosure? |
| CMS does not consider personal health care coverage to be a Personal Conflict of Interest. However if an individual is contracted to perform any work for an insurance company would be required to be disclosed regarding the type of work they are preforming. |
| 78 |
| Base Contract, Section L |
| L.18 VOLUME V – CONFLICT OF INTERST AND COMPLIANCE PROGRAM ORGANIZATION AND PROPOSAL INSTRUCTIONS, page 205 |
| In the section describing the contents of Tab B, point 2 about PCI disclosures, the second bullet requires a “list of … employment, contracts or arrangements … with providers or suppliers furnishing health services for which payment may be made under the Medicare program…”. We have employees and board members who are married to spouses who work for hospitals or physician offices in our state which are paid by Medicare, but we cannot determine how that would in any way constitute a COI for the work as proposed. Given that review responsibility is eliminated, could you help us to understand this requirement better with an example of how this could be construed as a COI? |
| All Conflict of Interest must be factually examined on a case-by –case basis, therefore examples would be inappropriate. |
| 79 |
| Base Contract, Section L |
| L.18 VOLUME V – CONFLICT OF INTERST AND COMPLIANCE PROGRAM ORGANIZATION AND PROPOSAL INSTRUCTIONS, page 205 |
| In the section describing the contents of Tab B, point 2 about PCI disclosures, the second bullet requires a list of governing body positions held by the employee or their family. If we have an employee who is on the board of directors of our local symphony that would need to be disclosed according to this requirement. Can you explain why this information needs to be disclosed? |
| This procurement is only concerned with Board members of any Healthcare related entity. |
| 80 |
| Base Contract, Section L |
| L.18 Volume V Tab B.2 Conflict of Interest (Personal), p. 205 |
| Section H.21.a) specifies that the QIO’s compliance officer makes the conflict of interest determination for officers, directors and managers and that “the documentation specifically related to the COI determination including the actual COI certification(s), should not be submitted to the Government with the conflict of interest certificate.”. In addition, Section H.3.G.1.a) provides that the OCI certificate will contain “A description of all business and/or contractual relationships…of its officers, directors and managers that a prudent business person and/or the Government would view as an actual, apparent or potential conflict of interest…”. This section references providing specific details that the QIO’s compliance officer will use to make a determination on potential or actual conflict of interest, including information that may not create a potential or actual conflict of interest. Given the cited language we understand that the PCI disclosures themselves should not be submitted, but the submission should contain any of the affiliations of the officers, directors and managers that a prudent business person and/or the Government would view as an actual, apparent or potential conflict of interest. Would the government please clarify (consider deleting?) these requirements for the submission to reflect that these other details are not submitted as part of the certificate? |
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