HHSM-500-2015-RFP-0110_Solicitation_Document.pdf

HHSM-500-2015-RFP-0110

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 91

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

OFM-393-2015-011303/13/2015

X

ASG - DPIFMC

CMS,OAGM,ASG,DPIFMC

7500 SECURITY BLVD., MS: B3-30-03

BALTIMORE MD 21244-1850

B3-30-03 1200 ES 04/13/2015

Tessie Fitton 410 tessie.fitton@cms.hhs.gov

786-2556

X

X

X

X

X

X

X

X

X

X

X

X

X

PAGE(S)

Michael Connors

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Description of Services B.2 Schedule of Services B.3 Fixed Fee Schedule

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

SECTION D - PACKAGING AND MARKING

THIS SECTION IS INTENTIONALLY LEFT BLANK

SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) E.2 Inspection and Acceptance (MAY 2013)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 52.252-2 Clauses Incorporated By Reference (FEB 1998) F.2 Period of Performance (JAN 2014) F.3 Items to be Furnished and Delivery Schedule

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 Accounting and Appropriation Data G.2 Payments – Vouchers Cost Reimbursement Contracts – (AUG 2013) G.3 Contracting Officer’s Representative (COR) G.4 Technical Direction G.5 Contracting Officer Responsibility G.6 Program Director G.7 Key Personnel G.8 Correspondence Procedures G.9 Service of Consultants/Subcontractors G.10 Subcontracting Program for Small and Disadvantaged Businesses G.11 Subcontract Consent G.12 Dissemination, Publication and Distribution of Information G.13 Data to be Delivered G.14 Contractor Past Performance Evaluation(s) (OCT 2014) G.15 Indirect Cost Rates (SEP 2014)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 Post Award Business Ethics, Conflict of Interest and Compliance (MAR 2015) H.2 Confidentiality of Information H.3 HIPAA Business Associate Clause (OCT 2014) H.4 HHSAR 352.239-72 Security Requirements for Federal Information Technology

Resources (JAN 2010) H.5 HHSAR 352.239.73 Electronic and Information Technology Accessibility (JAN

2010) H.6 Security Clause-Background-Investigation for Contractor Personnel H.7 Revoking System Access upon Employee Departure H.8 CMS Information Security (APR 2013)

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 FAR 52.252-2 Clauses Incorporated By Reference (FEB 1998) I.2 HHSAR 352-252-20 Department of Health and Human Services Acquisition

Regulation (HHSAR) I.3 Department of Health and Human Services Acquisition Regulation Authorized

FAR Deviations I.4 FAR 52.217-8 Option to Extend Services (NOV 1999) I.5 FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000) I.6 FAR 52.222-42 Statement of Equivalent Rates for Federal Hires (MAY 2014) I.7 FAR 52.252-4 Alterations in Contract (APR 1984) I.8 FAR 52.252-6 Authorized Deviations in Clauses (APR 1984) I.9 HHSAR 352.228-7 Insurance--Liability to Third Persons (DEC 1991)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

J.1 HITECH PFDC SOW

J.2 Business Ethics Conflict of Interest and Compliance Submission by Offeror-

Contractor J.3 Personal Conflicts of Interest Financial Disclosure J.4 Non-Disclosure Statement J.5 HHS OSDBU Small Business Subcontracting Plan J.6 Subcontractor Checklist J.7 Sample Bank Notification Letter J.8 Past Performance Questionnaire J.9 Virus Detection Certification J.10 Wage Determination (To be Included with Award)

J.11 QA HHSM-500-2015-RFP-0110

J.12 CMS 730A Request for Physical Access to CMS Facilities

SECTION J – LIST OF EXHIBITS

E.1 RFP PFDC Exhibit E-1 (Labor) E.2 RFP PFDC Exhibit E-2 (Travel) E.3 RFP PFDC Exhibit E-3 (ODC’s)

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS OR QUOTERS

K.1 FAR 52.252-1 Solicitation Provisions Incorporated By Reference (FEB 1998) K.2 Representations and Certifications K.3 FAR 52.204-8 Annual Representations and Certifications (DEC 2014) K.4 FAR 52.230-1 Cost Accounting Standards Notices and Certification (MAY 2012)

K.5 FAR 52.230-7 Proposal Disclosure-Cost Accounting Practice Changes (APR 2005)

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR

RESPONDENTS

L.1 Procurement Timeline L.2 FAR 52.252-1 Solicitation Provisions Incorporated By Reference (FEB 1998) L.3 FAR 52.252-5 Authorized Deviations in Provisions (APR 1984) L.4 FAR 52.215-1 Instructions to Offerors - Competitive Acquisition (JAN 2004) L.5 FAR 52.216-1 Type of Contract (APR 1984) L.6 FAR 52.233-2 Service of Protest (SEP 2006) L.7 Small, Small Disadvantaged Business, Veteran-Owned and Disabled Veteran

Owned Small Business, HUBZone Small Business, and Women Owned Small Business Subcontracting Plan

L.8 Communications Prior to Contract Award L.9 General Instructions L.10 Proposal Organization L.11 Volume I - Technical Proposal Instructions

L.12 Volume II - Business Proposal Instructions L.13 Volume III – Business Ethics, Organizational and Personal Conflict of Interest

(OCI/PCI) and Compliance Submission Instructions (JAN 2015)

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 FAR 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) M.2 General Procedures for Award

M.3 Technical Evaluation Criteria

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Description of Services

This will be a single five year contract (one year base period with four option years) to a Payment File Development Contractor (PFDC) to assist CMS in disbursing EHR incentive payments to eligible Medicare professionals (EPs) and eligible hospitals (EHs) under the HITECH Act. The contract shall focus on the final performance years and close-out of the HITECH program; the tasks include: making payments to EPs and EHs, closing out accounts, processing meaningful use audit and cost report audit demand letters, collecting and reporting on receivables, debt referrals to the US Treasury, processing and handling remedy tickets, managing/monitoring extended repayment plans, making manual payments and manual adjustments to payments, and working with all associated stakeholders in helping to finish the HITECH program. The PFDC also ensures proper oversight of funds control and accounting related to these payments, recoveries and communications, as well as participating in the annual Chief Financial Officers (CFO) Audit and Office of Management and Budget (OMB) Circular A123 Audit. The close out during the option years of this contract will include additional work for the PFDC associated with Ad Hoc actions/reporting, National Level Repository (NLR), and other system support and responsibilities associated with this contract to ensure a smooth program conclusion.

B.2 Schedule of Services

The total estimated cost from the Government for full performance of this contract will be in accordance with the Contract Line Item Numbers (CLIN) identified below:

The total estimated cost of this contract is $___________. The total fixed fee amount for this contract is $___________. The total estimated cost plus fixed fee for this contract is

The following schedule delineates the estimated cost and fixed fee for each period of performance:

CLIN-

Description

Estimated Cost

Fixed-Fee Total CPFF Period of Performance

Funded

CLIN 0001-

Base Period

August 10, 2015

– August 9, 2016

CLIN 0002-

Option Year 1

August 10, 2016

– August, 9 2017

CLIN 0003-

Option Year 2

August 10, 2017

– August, 9 2018

CLIN 0004-

Option Year 3

August 10, 2018

– August, 9 2019

CLIN 0005-

Option Year 4

August 10, 2019

– August, 9 2020

TOTAL $ $ $ $

B.3 Fixed-Fee Schedule

The Contractor shall voucher for payment in accordance with the instructions provided in

Section G of this contract. The Contractor shall bill fee on a monthly basis and the Government shall make monthly payments of fee in accordance with FAR 52.216-8, entitled “Fixed-Fee” and the following schedule (To be filled out at time of Award):

CLIN- Payment Total Payment Per Month

Total 15% Withholding

Total Fixed Fee

CLIN 0001-

Base Period

August 10, 2015

– August 9, 2016

* The final payment is $__________ (15% Withholding of Fixed Fee, not-to-exceed $100,000), less any adjustments found as a result of the final audit, will be paid upon completion of the contract closeout audit.

[END OF SECTION]

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

Independently and as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government, as needed to perform the Statement of Work (SOW) as identified in Section J, Attachment J.1, entitled “HITECH PFDC SOW” Statement of Work, attached hereto and made a part of this solicitation.

SECTION D - PACKAGING AND MARKING

THIS SECTION INTENTIONALLY LEFT BLANK.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 52.252-2 Clauses Incorporated By Reference (FEB 1998)

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

http://www.acquisition.gov/far/

Clause No. Title Date

52.246-5 Inspection of Services – Cost Reimbursement APR 1984

E.2 Inspection and Acceptance (MAY 2013)

a. Inspection and acceptance of the Contractor’s supplies or services shall be in accordance with the applicable FAR Clause in Section E.1 above.

All work under this contract is subject to inspection and final acceptance by the Contracting Officer, or the Contracting Officer’s Representative (COR), a duly authorized representative of the Contracting Officer. The COR is hereby delegated responsibility for inspection and acceptance of all supplies and services to be delivered under this contract.

http://www.acquisition.gov/far/

SECTION F – DELIVERIES OR PERFORMANCE

F.1 52.252-2 Clauses Incorporated By Reference (FEB 1998)

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

http://farsite.hill.af.mil

Clause No. Title Date

52.242-15 STOP WORK ORDER – Alternate I AUG 1989

F.2 Period of Performance (JAN 2014)

The Period of Performance (PoP) of this contract is August 10, 2015 – August 9, 2016. This Contract includes the following Option Periods Estimated:

Option Year 1 August 10, 2016 – August 9, 2017 Option Year 2 August 10, 2017 – August 9, 2018 Option Year 3 August 10, 2018 – August 9, 2019 Option Year 4 August 10, 2019– August 9, 2020

F.3 Items to be Furnished and Delivery Schedule

The Contractor shall furnish the items required under this contract in accordance with the reporting instructions and delivery schedule set forth in Section J.1, HITECH PFDC SOW, Appendix A Items to be Furnished and Deliverable Schedule as follows:

ITEMS TO BE FURNISHED AND DELIVERABLE SCHEDULE

The PFDC shall submit all required reports and deliverables to CMS in accordance with the following schedule. Reports and/or deliverables submitted under this contract shall be in accordance with the SOW.

ITEM DESCRIPTION QTY/RECIPIENT DELIVERY

1) Monthly Progress Report with 1 cy – COR Monthly

Bank Account Reconciliation 1 cy - CO IAW SOW Section II.B.1

2) Monthly Payment Summary/Payment

Request/Prepayment Detail Report 1 cy – COR Monthly IAW SOW Section II.B.2 1 cy – CO IAW with the payment cycle

3) Project Kickoff Meeting/ COR 1 week after

Transition Plan Contracting Officer award

4) Project Plan/Draft Methodology/ 1 cy – COR 2 weeks after EVM Plan IAW SOW III 1 cy – CO award

5) NLR CMS Data Center 1 cy – COR 2 weeks after

Connectivity Plan IAW 1 cy – CO award SOW II.A.1 and SOW III

6) Connectivity Testing Report 1 cy – COR 3 weeks after

IAW SOW II.A.1 and 1 cy – CO award

SOW III.

7) Final Methodology 1 cy – COR 4 weeks after

IAW SOW III 1 cy – CO award

(Note: HITECH Payment Policy Manual IAW SOW III shall be appended to the Final Methodology)

8) Weekly Collections Report 1 cy – COR Weekly

9) Monthly Aging of 1cy – COR Monthly Receivables Report

10) Final Report 1 cy – COR End of

IAW SOW II.B.1 1 cy – CO contract

11) HITECH 1cy – COR Monthly as

Integrated Project Schedule Report required

ARRA Reporting Requirements

12) Draft LMI Quarterly Report Data 1 cy – CO Quarterly

IAW SOW II.B.6 4/3, 7/3,

10/3, 1/3

13) Quarterly on-line data base update On-Line Quarterly

IAW SOW II.B.6 4/10, 7/10,

10/10, 1/10

14) Quarterly Report Correction On-Line Quarterly

Window, IAW SOW II.B.6

15) ARRA Monthly Report 1 cy – CO Monthly

IAW SOW II.B.6 5th of each month

Subcontract Reporting Requirements

16) Standard Form 294 On-Line 4/30 and 10/31

Contract Section H http://www.esrs.gov/ of each year

IAW SOW II.B.6

17) Standard Form 295 On-Line Annually

Contract Section H http://www.esrs.gov/ 10/31

IAW SOW II.B.6

http://www.esrs.gov/ http://www.esrs.gov/

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Accounting and Appropriation Data

Appropriation: TBD Object Class: TBD

EIN: TBD

CAN TBD

Reference No. TBD Amount: TBD

G.2 Payments – Vouchers Cost Reimbursement Contracts (AUG 2013)

a. GENERAL: The Contractor may submit to the Government a voucher or Standard Form

1034, Public Voucher for Purchases and Services Other Than Personal, for payment in accordance with the instructions below.

b. METHOD OF PAYMENT: CMS shall only make an electronic payment for reimbursement of voucher submissions in accordance with FAR 52.232-33, Payments by Electronic Funds Transfer – System for Award Management. In order to receive payments, the contractor shall register in the System for Award Management (SAM) database, in accordance with FAR 52.204-7, System for Award Management. Failure to register in SAM may prohibit CMS from making payments to your organization.

ADDRESS CHANGES: The contractor shall notify CMS’ Division of Accounting Operations of all EFT and address changes in SAM via the following email address:

CCRChanges@cms.hhs.gov.

c. CONTENT OF VOUCHER - Vouchers shall include, at a minimum:

• Contractor’s name and address

• Contractor’s Tax Identification Number (TIN)

• Contractor’s DUNS Number

• Voucher Number to include the designation of the Contract Payment Category Type as follows:

• Contract Payment Category Type I, II, III, IV (TBD upon award) mailto:CCRChanges@cms.hhs.gov

• Contract and Order Number, as applicable;

• Contract line item number and/or Subcontract line item number;

• Description, quantity, unit of measure, unit price and extended price/cost of the items actually delivered or services rendered, i.e., Labor category and labor hours x labor rate = total direct labor dollars, subcontractor costs, travel, other direct costs, overhead rate(s), etc.;

• Shipping and payment terms;

• Terms of any discount for prompt payment offered;

• Other substantiating documentation or information as required by the contract;

• Name, title, phone number and complete mailing address of responsible official to whom payment is to be sent;

• Name, title, phone number of person to notified in the event of a defective voucher;

and,

• Period of performance for delivery date of goods or services provided.

d. MAILINGS: Vouchers shall be submitted as follows:

1. ELECTRONIC MAIL: The contractor shall submit an electronic copy of the voucher to both of the following individuals:

• Contract Specialist – Tessie.Fitton@CMS.HHS.GOV; and

INVOICE/VOUCHER REVIEW/APPROVAL PROCESSING TIME FRAMES

Contract Payment Category Types ($ = Total Contract Value) Days = Calendar Days

TYPE I TYPE II TYPE III TYPE IV

Type IA Type IB Type IIIA Type IIIB

TEAM

MEMBER

All Small Businesses (No $ Limit)

All QIOs (No $ Limit)

All Other Contracts (No $ Limit)

Simplified Acquisitions $3K to $150K (Small Businesses)

Simplified Acquisitions $3K to $6.5M (Large Businesses)

All Large Business Prime Contracts with Small Business Subcontractors (from July 11, 2012 through July 10, 2014)

OFM/DAO 7 Days 7 Days 14 Days 7 Days 22 Days 12 Days

COR 4 Days 0 Days 8 Days 8 Days 8 Days 8 Days

CS/CO 4 Days 8 Days 8 Days N/A N/A 8 Days

Total Processing Time

15 Days Not-to- Exceed 30 Days

15 Days Not-to- Exceed 30 Days 30 Days

15 Days Not-to-Exceed 30 Days 30 Days

28 Days Not-to-Exceed 30 Days mailto:Tessie.Fitton@CMS.HHS.GOV

• COR – Frank.Chartier@CMS.HHS.Gov.

2. REGULAR MAIL: An Original and one (1) hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services Centers for Medicare & Medicaid Services OFM/Division of Accounting Operations P.O. Box 7520 Baltimore, MD 21207-0520

3. OVERNIGHT MAIL: If the contractor chooses to use an overnight mail carrier, the original and one (1) hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services Centers for Medicare & Medicaid Services OFM/Division of Accounting Operations 7500 Security Boulevard/Mailstop: C3-11-03 Baltimore, MD 21244-1850

e. PAYMENTS: The Government shall make provisional payments on all vouchers (pending the completion of a final audit of the Contractor's cost records) in accordance with:

• FAR 52.216-7, Allowable Cost & Payment, and

• FAR 52.232-1, Payments, and upon acceptance by the Contracting Officer’s Representative (COR) of the required supplies/services in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval.

Reimbursement for vouchers submitted under this contract shall be made not later than thirty

(30) calendar days after receipt of an acceptable voucher from the Contractor in the copies requested at the paying office designated above. Any discrepancies determined as a result of the audit could delay the processing of the voucher and may result in the voucher being returned to the Contractor for corrections.

f. INTEREST ON OVERDUE PAYMENT

The Prompt Payment Act, Public Law 97-177 (96 Stat.85.31 U.S.C. 1801) is applicable to payments under this contract and requires the payment of interest on payments made more than 30 calendar days after receipt of an voucher by the Division of Accounting Operations.

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

mailto:Frank.Chartier@CMS.HHS.Gov

G.3 Contracting Officer’s Representative (COR)

CMS reserves the right to restructure how Contracting Officer’s Representatives (COR’s) are appointed to the contract to meet the needs of the OFM.

a. Contracting Officer’s Representative (COR):

The Contracting Officer’s Representative (COR) is authorized to monitor the Contractor performance as set forth in the provisions of the contract. TBD is delegated authority as the Contracting Officer’s Representative. The Contracting Officer’s Representative’s Technical Direction responsibilities shall include continuous overall monitoring of the Contractor’s compliance with all substantive project objectives. Specific duties and responsibilities are identified in G.4, Technical Direction.

In the event that a technical direction dispute cannot be settled between the COR and the Contractor, the matter will be elevated to the Contracting Officer for resolution. The Contracting Officer will be responsible for settling the dispute.

Please also see FAR 52.243-7, Notification of Changes.

G.4 Technical Direction

a. Performance of the work under this contract shall be subject to the technical direction of the COR. The term “Technical Direction” is defined to include, without limitation, the following:

1. Directions to the Contractor that redirect the contract effort, shift work emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish the contractual statement of work.

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

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

b. Technical direction must be within the general Statement of Work stated in the contract.

The Contracting Officer’s Representative does not have the authority to, and may not issue, any technical directions which:

1. Constitutes an assignment of additional work outside the general Statement of

Work of the contract.

2. Constitutes a change as defined in:

52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) --

ALTERNATE I (APR 1984)

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

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

c. All technical direction shall be issued in writing by the Contracting Officer’s

Representative or shall be confirmed by him/her in writing within 5 working days after verbal issuance.

1. Technical direction which is not in writing within the 5 day period must cease until written direction is received from the COR.

2. Technical direction received from individuals other than the COR will not be executed until such time as the contractor has received the proper documentation instructing the contractor to comply with said direction from either the COR or

CO.

The contractor is responsible for any costs incurred as a result of technical direction which was initiated prior to receiving proper authorization from those individuals who have the authority to provide such direction.

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

e. If, in the opinion of the Contractor, any instruction or direction issued by the Contracting Officer’s Representative is within one of the categories as defined in G.4.b(l) through (4) above, the Contractor shall not proceed but shall notify the Contracting Officer in accordance with FAR 52.243-7 Notification of Changes (APR 1984).

G.5 Contracting Officer Responsibility

In accordance with FAR 52.202-1 Definitions (Nov, 2013), the term Contracting Officer means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority delegated by the Contracting Officer.

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

a. enter into and commit/bind the Government by contract for supplies or services;

b. accept nonconforming work or waive any requirement of this Contract;

c. authorize reimbursement to the Contractor for any costs incurred during the performance of the Contract, and

d. modify any term or condition of this Contract, i.e., make any changes in the Statement of

Work; modify/extend the period of performance; change the delivery schedule.

G.6 Program Director

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

G.7 Key Personnel

A. HHSAR 352.242-70 Key Personnel (JAN 2006)

The key personnel specified in this contract are considered to be essential to work performance.

At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employment of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the contractor or Government.

B. CMS considers the following positions to be Key Personnel and are governed by the requirements of HHSAR 352.242-70 Key Personnel contract requirements:

LABOR CATEGORY NAME PHONE E-Mail Address Project Manager

G.8 Correspondence Procedures

To promote timely and effective administration, correspondence (except for invoices), submitted under this contact shall be subject to the following procedures:

a. Technical Correspondence - Technical correspondence (as used herein, this term excludes technical correspondence which proposes or otherwise involves waivers, deviations or modifications to the requirements, terms or conditions of this contract) shall be addressed to the COR with an informational copy of the basic correspondence to the Contracting Officer.

b. Other Correspondence - All other correspondence shall be addressed to the Contracting Officer, in duplicate, with an informational copy of the basic correspondence to the COR.

c. Subject Lines - All correspondence shall contain a subject line, commencing with the contract number as illustrated below:

EXAMPLE: Contract No. HHSM 500-2007-XXXX/Task order XXXX

Request for Subcontract Consent

G.9 Service of Consultants/ Subcontractors

a. For the purposes of this contract, consultants are considered subcontractors.

b. The Contractor shall follow the procedures established in the following Federal Acquisition

Regulation (FAR) clauses when requesting Contracting Officer consent to subcontract for Consultants and/or other subcontracts:

Federal Acquisition Regulation (FAR) Clauses:

52.244-2 Subcontracts (OCT 2010) 52.244-5 Competition in Subcontracting (DEC 1996)

52.244-6 Subcontracts for Commercial Items (Mar 2015)

G.10 Subcontracting Program for Small and Disadvantaged Businesses

In accordance with FAR 19.704, Subcontracting Plan Requirements, the subcontracting plan submitted for work under this contract with small, disadvantaged, woman-owned, HUBZone, and services-disabled veteran-owned small business concerns, shall be approved by the Contracting Officer and incorporated as Attachment J.5 of this contract and made a part hereof.

Contractors should strive to achieve the following Dept. of Health and Human Services minimum small business utilization goals when developing its small business subcontracting plan:

Small Business (Overall) 33%

Small Disadvantaged Business 5% Women-Owned Small Business 5% HubZone 3% Service Disabled Veteran Owned Small Business 3% Veteran Owned Small Business 3%

G.11 Subcontract Consent

a. To facilitate the review of a proposed subcontract by the Contracting Officer’s

Representative and the Contracting Officer, the Contractor shall submit the information required by the FAR Clause 52.244-2 (OCT 2010) entitled, "Subcontracts" to the Contracting Officer. The Contracting Officer shall review the request for subcontract approval and the CORs recommendation and advise the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing.

b. In the event that proposed subcontracts are intended to be cost reimbursement it is requested that proof of an adequate accounting system be provided to the CO as part of the contractor’s request for consent.

c. Consent is hereby given to issue the following subcontract(s):

TBD

G.12 Dissemination, Publication and Distribution of Information

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

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

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

d. Written advance notice of at least forty-five (45) days shall be provided to the

Contracting Officer of the Contractor's desire to release findings of studies or research or data or information described above. If the Contractor disagrees with the Contracting Officer's determination, and if this disagreement cannot be settled by the Contractor and the Contracting Officer in a mutually satisfactory manner, then the issue will be settled pursuant to the "Disputes" clause.

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

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

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

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

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

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

G.13 Data to be Delivered

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

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

G.14 Contractor Past Performance Evaluation(s) (OCT 2014)

a. General:

In accordance with Federal Acquisition Regulation (FAR) 42.1305 Contract Clauses, and FAR 42.15, Contractor Performance Information, past performance evaluations shall be prepared at least annually and at the time the work under a contract or order is completed.

Additional interim performance evaluations may be prepared at Contracting Officer discretion, as necessary.

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

b. CPARS Process:

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

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

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

and,

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

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

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

a. Issuing the Evaluation: Once the CMS Assessing Official (AO) issues an evaluation to the Contractor in CPARS, the CR(s) will receive an email instructing them to login to CPARS to review the evaluation.

b. Contractor Comments: The CR has the option to provide comments on the evaluation, indicate if they concur or do not concur with the evaluation, sign, and then return the evaluation to the AO. The CR has a total of 60 days following the AO’s evaluation signature date to submit comments. If the CR submits comments within the first 14 days following the AO’s signature date and the AO closes the evaluation, the evaluation will become available in Past Performance Information Retrieval System - Report Card (PPIRS-RC) within 1 day.

https://www.cpars.gov/ https://www.cpars.gov/

On day 15 following the AO’s evaluation signature date, the evaluation will become available in PPIRS-RC with or without CR comments and whether or not it has been closed by the AO. If no CR comments have been sent and the evaluation has not been closed, it will be marked as “Pending” in PPIRS-RC.

If the CR sends comments at any time prior to 61 days following the AO’s evaluation signature date, those comments will be reflected in PPIRS-RC within 1 day. On day 61 following the AO’s evaluation signature date, the CR will be “locked out” of the evaluation and may no longer send comments.

G.15 Indirect Cost Rates (SEP 2014)

a. INDIRECT COST BILLING, CEILING and FINAL RATES (To be completed at time of award):

1. Billing Rates:

i. Federal Acquisition Regulation (FAR) 52.216-7(e) Billing Rates, states, “Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established.

These billing rates—

(1) Shall be the anticipated final rates; and,

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

Therefore, the Government shall reimburse the Contractor at the established Billing Rates, as established by the Cognizant Federal Agency (CFA) or cognizant auditor. Any change(s) to the Billing Rate(s) established, shall be approved by the CFA or cognizant auditor. In the event the Billing Rate(s) exceed any Ceiling Rate(s) established in G.20.a.2. below, the Government shall reimburse the Contractor at the Ceiling Rate(s).

ii. Interim Billing Rates: In the event that the Contractor does not have

Contracting Officer or authorized representative (cognizant auditor) established Billing Rates, the following Interim Billing Rates apply to this contract:

INTERIM BILLING RATES:

Indirect Cost Pool Billing Rate Rate Base

Contractor Fiscal Year

Fringe (Ceiling

NA)

TBD (a)

Overhead TBD (b) G&A TBD (c) Other TBD (d)

Rates are applied to the following rate base(s):

a. Fringe rate is applied to …

b. Overhead rate is applied to…

c. G&A rate is applied to…

The above rates shall be used for reimbursement on contractor billings, pending review of a well-supported Billing Rate proposal, which is required to be submitted to the mailbox identified below, by the Contractor within six (6) months of contract award. The proposal shall be based upon at least four (4) months of actual costs and estimated costs for the current fiscal year and out-years of this contract. If you have prior year actuals, submit at least two (2) years, if available.

For information about the proposal submission, refer to “Information for Contractors” at http://www.DCAA.Mil/Audit_Process_Overview.html.

CMS, or another CFA official or cognizant auditor, shall review the proposed rates in accordance with FAR 52.216-7(e) and FAR 42.704 Billing rates, to establish Billing rates for the current fiscal year and to provide current recommendations on the out-year rates. After receiving the established CFA or cognizant auditor Billing Rate Agreement, the Interim Billing Rates no longer apply.

Submit Billing Rate Proposals to:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

2. Indirect Cost Ceiling Rate(s):

a) Indirect Cost Ceiling Rate(s) established (as applicable) for this contract are in accordance with FAR 42.707, Cost Sharing Rates and Limitations on Indirect Cost Rates, and are as indicated below in the chart.

http://www.dcaa.mil/Audit_Process_Overview.html mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

INDIRECT COST “CEILING” RATES

Indirect Cost Pool Indirect Cost Ceiling Rate Contractor’s Fiscal Year Rate / Allocation Base

Overhead Ex: 7/1/14 to 6/30/15 (a) G&A Ex: 7/1/14 to 6/30/15 (b) Other Ex: 7/1/14 to 6/30/15 (c)

Overhead Ex: 7/1/15 to 6/30/16 (a) G&A Ex: 7/1/15 to 6/30/16 (b) Other Ex: 7/1/15 to 6/30/16 (c)

Overhead Ex: 7/1/16 to 6/30/17 (a) G&A Ex: 7/1/16 to 6/30/17 (b) Other Ex: 7/1/16 to 6/30/17 (c)

Overhead (a) G&A (b) Other (c)

Overhead (a) G&A (b) Other (c)

Rates are applied to the following rate/allocation base(s):

Rate/Allocation Base a. Overhead rate is applied to …TBD Rate/Allocation Base b. G&A rate is applied to…TBD

b) When a ceiling rate(s) is/are established -

(1) The Government will not be obligated to pay any additional amount, should the final indirect cost rate(s) exceed the negotiated ceiling rate(s).

(2) In the event a final indirect cost rate is less than the negotiated ceiling rate, costs will be reimbursed at the final indirect cost rate.

3. Final Indirect Cost Rates: Pursuant to the provisions of FAR 52.216-7, Allowable Cost & Payment (Jun 2013), the allowable Indirect Costs under this contract shall be obtained by applying the CFA approved Final Indirect Cost Rate(s) or the Ceiling Rate(s) (whichever are lower) to the appropriate cost base.

b. INDIRECT COST RATE (ICR) PROPOSAL: Pursuant to FAR 52.216-7, Allowable Cost and Payment, paragraph (d)(2), Final indirect cost rates, the Contractor shall submit an adequate final annual Indirect Cost Rate proposal within the 6-month period following the expiration of each of its fiscal years.

FAR 42.003(a) provides that the CFA, “…normally will be the agency with the largest dollar amount of negotiated contracts, including options.” FAR 42.703-1 further provides that a single agency shall be responsible for establishing final indirect cost rates for each business unit. This single agency is the CFA and may be DHHS, a delegated component of DHHS or another Federal Agency.

The Contractor shall submit its certified annual Indirect Cost Rate proposal to the following (both CMS and the CFA) as identified below:

CMS:

Electronic proposals shall be submitted in MS Word and Excel formats, with .pdf signed Certification, to (Do not .pdf the entire proposal):

Centers for Medicare & Medicaid Services Office of Acquisition & Grants Management Acquisition Business & Services Group Division of Financial Services at -

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

AND

COGNIZANT FEDERAL AGENCY:

To Be updated at Time of Award with the successful offeror’s Cognizant Federal Agency

Any questions about CFA responsibilities may be submitted to the OAGM, ABSG, Division of Financial Services at:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov.

mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 – Post Award Business Ethics, Conflict of Interest and Compliance (MAR 2015)

a. General: It is imperative that the Contractor and the services provided under this contract be free, to the greatest extent possible, of all Organizational and Personal Conflicts of Interest (OCI/PCI). Except as provided below, the Contracting Officer shall not maintain a contract with a Contractor that the Contracting Officer determines has, or has the potential for, an unresolved OCI/PCI. However, in accordance with FAR 9.503 Waiver, the Contracting Officer may contract with a Contractor that has an unresolved OCI/PCI if he/she determines that it is in the best interest of the Government to do so.

b. Definitions:

Actual OCI/PCI– means that the OCI/PCI is currently in existence as determined by the offeror’s or Contractor’s Compliance Officer and/or as determined by CMS. This form of OCI/PCI will require avoidance, neutralization or mitigation acceptable to CMS.

Affiliates – As defined in FAR 2.101 means associated business concerns or individual(s) if, directly or indirectly either one controls or can control the other; or a third party controls or can control both.

For purposes of this contract, affiliate control or influence may include, but is not limited to:

(a) Interlocking management or ownership (e.g., individuals serving in similar capacities in several companies);

(b) Identity of interests among family members such as spouse/domestic partner and/or any dependent of the respondent.;

(c) Shared facilities and equipment;

(d) Common use of employees; or

(e) A business concern organized just prior to, or immediately following, the release of a solicitation or request for information, which has the same or similar management, ownership, or principal employees as the offeror or Contractor.

Any business, whether or not it is organized for profit or located in the United States or its outlying areas, or person may be found to be an affiliate. Control may be affirmative or negative and it is immaterial whether it is exercised so long as the power to control exists.

Apparent (Perceived) OCI/PCI – means that the OCI/PCI on first observation appears to be an actual or potential OCI/PCI, but may or may not be after analysis. Even if the apparent OCI/PCI is determined to be non-existent, in fact, this OCI/PCI shall be reported to the Contracting Officer.

Financial Interests/Relationships – means a healthcare related direct or indirect ownership or investment interest (including an option or non-vested interest) in any entity that exists through equity, debt, or other means and includes any indirect ownership or investment interest no matter how many levels removed from a direct interest.

A financial interest/relationship may arise from the following non-exclusive examples:

(a) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(b) Current or known future contracts or arrangements includes, but is not limited to, an entity that may create one or more of the three forms of OCI;

(c) Consulting relationships, including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation;

(d) Services provided in exchange for honorariums or travel expense reimbursements;

(e) Research funding or other forms of research support;

(f) Healthcare related investment in the form of stock or bond ownership, including healthcare sector investment only mutual funds;

(g) Healthcare business ownership or partnership interests;

(h) Patents, copyrights, and other intellectual property interests;

(i) Seeking or negotiating for prospective employment or business; or

(j) Gifts, including travel.

Mitigation (Applicable to both OCI & PCI) – means action taken by the Contractor to eliminate the OCI/PCI risk to an acceptable level on a present contract.

Organizational Conflict of Interest (OCI) – In accordance with FAR 2.101 Definitions, means that because of other activities or relationships with other persons, a person is unable, or potentially unable, to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is, or might be, otherwise impaired, or a person has an unfair competitive advantage.

For purposes of this contract, the OCI definition includes direct or indirect relationships including, but not limited to, the Contractor and its parent company, subsidiaries, affiliates, subcontractors, clients and principals.

Personal Conflicts of Interest (PCI) – A situation in which a person has a financial interest, personal activity, or relationship that could impair the person’s ability to act impartially and in the best interest of the Government when performing under this contract.

(a) Among the sources of personal conflicts of interest are—

i. Financial interests of the person, spouse/domestic partner and/or any other dependent of the person, as defined for Federal tax purposes;

ii. Other employment or financial relationships (including seeking or negotiating for prospective employment or business) and,

iii. Gifts, including travel.

(b) For example, financial interests referred to in paragraph (a)(i) of this definition may arise from—

i. Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

ii. Consulting relationships;

iii. Services provided in exchange for honoraria or travel expense reimbursements;

iv. Research funding or other forms of research support;

v. Healthcare related investments;

vi. Real estate investments;

vii. Patents, copyrights, and other intellectual property interests; or

viii. Business ownership…