Amendment_000007_-_HHSM-500-2016-RFP-0003.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

AGG/JM

Contract Specialist Justin Menefee

CODE 16. ADMINISTERED BYCODE

X

X

561440

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORASG - DPIFMC

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

05/24/2016 1100 ES

04/22/2016

410-786-7629Justin Menefee (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

HHSM-500-2016-RFP-0003

000007

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 84OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

BALTIMORE MD 21244-1850

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

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$7.0

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

CMS,OAGM,ASG,DPIFMC

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

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

HEREIN, IS ACCEPTED AS TO ITEMS:

XX

DATED

Nicole Hoey

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

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

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

842 of

TABLE OF CONTENTS

SECTION A – SF1449

SECTION B – CONTINUATION OF SF 1449

B.1 CONTINUATION OF BLOCKS 19-24

B.2 CONTINUATION OF BLOCK 18A

B.3 CONTINUATION OF BLOCK 11

SECTION C – CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

C.2 ADDENDA TO 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS

C.3 HHSAR CLAUSES INCORPORATED BY REFERENCE

C.4 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

C.5 TECHNICAL DIRECTION

C.6 HHSAR 352.237-75 KEY PERSONNEL

C.7 DATA TO BE DELIVERED

C.8 BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE

C.9 CONTRACTOR PAST PERFORMANCE EVALUATION

C.10 DISSEMINATION, PUBLICATION AND DISTRIBUTION OF

INFORMATION

C.11 HIPAA BUSINESS ASSOCIATE CLAUSE

C.12 CMS INFORMATION SECURITY

C.13 CONFIDENTIALITY OF INFORMATION

C.14 DISCLOSURE OF INFORMATION

C.15 REPORTABLE EVENTS

C.16 SYSTEMS OF RECORDS

C.17 CMS CONTRACTING PERSONNEL

C.18 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL

ITEMS

C.19 52.224-2 PRIVACY ACT

C.20 52.217-8 OPTION TO EXTEND SERVICES

C.21 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

C.22 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIRMENTS TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS

C.23 352.239-74 ELECTRONIC INFORMATION AND TECHNOLOGY

ACCESSIBILITY

SECTION D – ATTACHMENTS

D.1 STATEMENT OF WORK

• REGION 1 SOW

• REGION 2 SOW

• REGION 3 SOW

• REGION 4 SOW

• REGION 5 SOW

D.2 RESERVED FOR INCORPORATION OF CONTRACTORS

ORGANIZATIONAL CONFLICT OF INTEREST CERTIFICATE

(INCORPORATED BY REFERENCE)

D.3 PAST PERFORMANCE QUESTIONNAIRE

D.4 VIRUS DETECTION CERTIFICATION

D.5 RESPONSIBILITY QUESTIONNAIRE

D.6 CONTRACTOR BUSINESS ETHICS, COI AND COMPLIANCE PROGRAM

REQUIREMENTS

D.7 PERSONAL CONFLICTS OF INTEREST FINANCIAL DISCLOSURE FINAL

D.8 NON-DISCLOSURE STATEMENT

D.9 LIST OF PRIME AND SUBCONTRACTORS

E.1 PROPOSED FIRM FIXED CONTINGENCY FEE

E.2 QUESTIONS TEMPLATE

SECTION E – SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS –

E.2 52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS –

ADDENDUM

E.3 PROCUREMENT TIMELINE

E.4 SOLICITATION QUESTIONS

E.5 INTENT TO SUBMIT A PROPOSAL

E.6 PROPOSAL ORGANIZATION

E.7 52.212-2 EVALUATION – COMMERCIAL ITEMS

E.8 EVALUATION OF CONFLICT OF INTEREST

E.9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS –

COMMERCIAL ITEMS

E.10 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS

E.11 52.233-2 SERVICE OF PROTEST

This solicitation includes the award of five separate Regions. The purpose of this solicitation is to acquire a Recovery Auditor Contractor (RAC) to identify underpayments and recoup overpayments associated with services for which payment is made under Medicare including Part A or B of Title XVIII of the Social Security Act.

This is a Firm Fixed Contingency fee contract.

SECTION B - CONTINUATION OF SF 1449

B.1 Continuation of Blocks 19 – 24

SCHEDULE OF SUPPLIES/SERVICES

The chart below will set forth an Offeror’s applicable firm fixed contingency fee proposed per category of recovery for each Region. The contingency fees proposed by each offeror for the four categories below will apply to the Base Period and subsequent exercised Option Periods.

Any changes to an Offeror’s contingency fee must be negotiated and changed by contract modification.

Region 1 -

The firm fixed Contingency fee for each applicable category is shown below:

Category Proposed

Contingency Fee Percentage (%)

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment identified by the Recovery Auditor through automated review

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment identified by the Recovery Auditor through complex underpayments) is made by CMS on an improper payment identified by the Recovery Auditor after a CMS referral that required review of the issue underpayments) is made by CMS on an improper payment identified by the Recovery Auditor through the use of extrapolation

Region 2 -

The firm fixed Contingency fee for each applicable category is shown below:

Category Proposed

Contingency Fee Percentage (%)

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment that required review of this issue underpayments) is made by CMS on an improper payment

Region 3 -

Category Proposed

Contingency Fee Percentage (%)

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment

4 When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment

Region 4 -

Category Proposed

Contingency Fee Percentage (%)

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment

Region 5 -

Category Proposed

Contingency Fee Percentage (%)

When recovery (of overpayments) or repayment (of underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment underpayments) is made by CMS on an improper payment

This solicitation includes the award of contracts for performance in five separate Regions. Each Region will have its own distinct period of performance and will include a closeout and reconciliation Option, referred to as the “Administrative and Appeals Option”. During the Administrative and Appeals Option period, CMS will continue to recoup overpayments from providers, allow the Recovery Auditor to invoice for recoupments received, require the Recovery Auditors to support the appeal process and allow CMS to recoup payment attributable to overturned appeals from the Recovery Auditor. CMS reserves the right to extend the contract until such time as all pending appeals are dispositioned.

Region 1 -

The period of performance for Region 1 is <TBD > through <TBD>.

This contract includes the following Option Periods:

CLIN Description Period of Performance 1 Base Period Date of Award - TBD (12 months) 2 Option Period 1 TBD- TBD (12 months) 3 Option Period 2 TBD- TBD (12 months) 4 Option Period 3 TBD- TBD (12 months) 5 Option period 4 TBD- TBD (6 months) 6 Administrative and Appeals Option TBD-TBD (18 months)

Region 2 -

The period of performance for Region 2 is <TBD > through <TBD>.

This contract includes the following Option Periods:

CLIN Description Period of Performance 1 Base Period Date of Award - TBD (12 months) 2 Option Period 1 TBD- TBD (12 months) 3 Option Period 2 TBD- TBD (12 months) 4 Option Period 3 TBD- TBD (12 months) 5 Option Period 4 TBD- TBD (12 months)

6 Option Period 5 TBD- TBD (6 months) 7 Administrative and Appeals Option TBD-TBD (18 months)

Region 3 -

The period of performance for Region 3 is <TBD > through <TBD>.

This contract includes the following Option Periods:

CLIN Description Period of Performance 1 Base Period Date of Award - TBD (12 months) 2 Option Period 1 TBD- TBD (12 months) 3 Option Period 2 TBD- TBD (12 months) 4 Option Period 3 TBD- TBD (12 months) 5 Option Period 4 TBD- TBD (12 months) 6 Option Period 5 TBD- TBD (12 months) 7 Option Period 6 TBD- TBD (6 months) 8 Administrative and Appeals Option TBD-TBD (18 months)

Region 4 -

The period of performance for Region 4 is <TBD > through <TBD>.

This contract includes the following Option Periods:

CLIN Description Period of Performance 1 Base Period Date of Award - TBD (12 months) 2 Option Period 1 TBD- TBD (12 months) 3 Option Period 2 TBD- TBD (12 months) 4 Option Period 3 TBD- TBD (12 months) 5 Option Period 4 TBD- TBD (12 months) 6 Option Period 5 TBD- TBD (12 months) 7 Option Period 6 TBD- TBD (12 months) 8 Option period 7 TBD- TBD (6 months) 9 Administrative and Appeals Option TBD-TBD (18 months)

Region 5 -

The period of performance for Region 5 is <TBD > through <TBD>.

This contract includes the following Option Periods:

CLIN Description Period of Performance 1 Base Period Date of Award - TBD (12 months) 2 Option Period 1 TBD- TBD (12 months) 3 Option Period 2 TBD- TBD (12 months) 4 Option Period 3 TBD- TBD (12 months) 5 Option Period 4 TBD- TBD (12 months) 6 Option Period 5 TBD- TBD (12 months) 7 Option Period 6 TBD- TBD (12 months) 8 Option Period 7 TBD- TBD (12 months) 9 Option period 8 TBD- TBD (6 months)

10 Administrative and Appeals Option TBD-TBD (18 months)

B.2 Continuation of Block 18a

SCHEDULE OF PAYMENTS

The contractor shall be paid in accordance with their firm fixed contingency fee as described above. Recovery Auditors shall not receive any payments for the mere identification of improper overpayments. There are specific statutory timeframes for filing appeals at each level. Recovery Auditors may invoice for the applicable firm fixed contingency fees when all required claim elements are inputted into the Data Warehouse and either: (1) the improperly paid claims have exited the second level of the appeals process (QIC level) in the event an appeal is filed; or (2) If no appeal has been filed within the initial 120 days that a provider has to appeal, Recovery Auditors may then invoice for their firm fixed contingency fee payment.

The firm fixed contingency fee will be calculated by applying the applicable percentage to the underpayments refunded and the overpayments collected, without subtracting or netting out the underpayments. Amounts attributed to interest owed by or charged to the provider will not be included in overpayments or underpayments when calculating the contingency fee.

If a provider files an appeal disputing the overpayment determination and the appeal is adjudicated in the provider’s favor at ANY level, the Recovery Auditor shall repay CMS the contingency payment it received for that recovery. Repayments to CMS will be subtracted from the next applicable invoice, e.g. offset, or may be the subject of a demand pursuant to FAR Subpart 32.6

B.3 Continuation of Block 11

DELIVERABLES

Task Number Deliverable Number

Deliverable Due Date (from contract award date) General

Requirements - A.

1 Initial Meeting 2 weeks from date of award

General Requirements

– A.1

2 Project Plan Within 2 weeks of the initial meeting

General Requirements -

C

3 Conference Calls Weekly or as needed

General Requirements

– D.1

4 Monthly Progress Reports

Monthly – by COB on the fifth business day following the end of the calendar month

General Requirements

– D.2

5 Appeals Report Monthly – by COB on the fifth business day following the end of the calendar month

Administrative and

Miscellaneous Issues - E

6 Case File Transfers Within 15 days prior to the end of the contract period/or Option Period

Administrative and

Miscellaneous Issues - L

7 Final Report- Draft Within 4 weeks prior to the end of the contract period

Administrative and

Miscellaneous Issues - L

8 Final Report- Final Within 4 weeks prior to the end of the contract period

SECTION C – CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(MAY 2015)

C.2 ADDENDA TO 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (MAY 2015)

The following changes to clause FAR 52.212-4 are as follows:

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance a determination of improper payments (overpayments or underpayments) that conform to the requirements of this contract. Providers may, within specific statutory timeframes, appeal a determination of an improper overpayment or underpayment. A RAC determination shall be tendered for acceptance by the Government for invoicing provided that all required information is input into the RAC data warehouse and 120 days has passed and the Provider has not appealed the RAC determination. CMS uses the RAC Data warehouse as the central repository for all Recovery Auditor review and invoicing activity. Claims will not be available for invoicing if required fields are not completed in the data warehouse. f the Provider appeals the RAC determination, the RAC may tender for acceptance by the Government 180 days after the Medicare Redetermination Notice, or the date of an unfavorable decision at the second level of the appeal process. The Government reserves the right to inspect or test any services that have been tendered for acceptance. The Government may require the reperformance of nonconforming services at no increase in contract price.

C.3 HHSAR CLAUSES INCORPORATED BY REFERENCE

Department of Health and Human Services Acquisition Regulations (HHSAR) Clauses Incorporated by Reference (JAN 2016)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were provided in full text. Upon request, the Contracting Officer will provide the information in full text. The full text of a clause is also available electronically at http://www.hhs.gov/policies/hhsar/.

NUMBER TITLE DATE

352.203-70 ANTI-LOBBYING DEC 2015

352.208-70 PRINTING AND DUPLICATION DEC 2015

352.211-3 PAPERWORK REDUCTION ACT DEC 2015

352.222-70 CONTRACTOR COOPERATION IN EQUAL

EMPLOYMENT OPPORTUNITY INVESTIGATIONS DEC 2015

352.224-70 PRIVACY ACT DEC 2015

http://www.hhs.gov/policies/hhsar/

352.224-71 CONFIDENTIAL INFORMATION DEC 2015

352.227-70 PUBLICATIONS AND PUBLICITY DEC 2015

C.4 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

___TBD_______is hereby designated as the Contracting Officer’s Representative. The COR responsibilities shall include continuous monitoring of the Contractor’s compliance with all substantive project objectives. Specific duties and responsibilities are identified in Technical Direction below.

Centers for Medicare & Medicaid Services Provider Compliance Group (PCG) 410-786-____ (desk) 410-786-_____(fax)

C.5 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:

FAR 52.243-1 CHANGES – FIXED PRICE (AUG 1987)

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 five working days after verbal issuance.

1. Technical direction which is not confirmed ? 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.

3. Government Task Order Leads (GTLs) and Business Functional Lead (BFLs) are not Contracting Officer Representatives; these individuals do not have the authority to provide technical direction.

The contractor and not the Government 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.6.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.

C.6 HHSAR 352.237-75 KEY PERSONNEL (DEC 2015)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements). If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

*All proposed substitutions shall be submitted, in writing, to CMS at least 30 days prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstance necessitating the proposed substitution, a complete resume and any other information required by CMS. All proposed substitutions shall have qualifications equal to or greater than the person being replaced.

The following individuals are considered key personnel under this contract:

Project Manager Completed at award Medical Director Completed at award

C.7 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.

C.8 BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE

(OCT 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. In this clause, all references to Organizational and/or Personal Conflicts of Interests will be referred to individually or collectively, as the text justifies, as Conflicts of Interest (COI). 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 COI. However, in accordance with FAR 9.503 Waiver, the Contracting Officer may contract with a Contractor that has an unresolved COI if the Contracting Officer determines that it is in the best interest of the Government to do so.

b. Definitions:

Actual COI– means that the COI is currently in existence as determined by the Offeror’s or Contractor’s Compliance Officer and/or as determined by CMS. This form of COI 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) COI – means that the COI on first observation appears to be an actual or potential COI, but may or may not be after analysis. Even if the apparent COI is determined to be non-existent, this perception may still require further explanation.

Avoidance – means Government action taken in one acquisition that is intended to prevent a COI in that acquisition or in a future action. Methods of avoiding COIs include, but are not limited to:

• Drafting the statement of work (SOW) to exclude tasks that require Contractors to utilize subjective judgment; or

• Obtaining advice from more than one source on any issue on which there are concerns about an COI so that there is no area in which the Government is relying solely on the advice of any one of the sources; or

• Excluding an offeror from participation in a contract award.

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 arrangements or requirements for which you are defined as an interested party, including, but not limited to, an entity that may create one or more of the three forms of COI;

(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 including 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– means action taken by the Contractor to reduce the COI risk to a level acceptable to CMS on a present contract.

Neutralization – means excluding or restricting a Contractor from offering, as a prime or subcontractor, on future contracts while allowing the Contractor to perform on the instant contract. This method protects the Government’s interests in cases where the Contractor’s work on the instant contract could be biased or impaired by virtue of its expectation of future work, or when the Contractor would have an unfair advantage in competing for award of the future work.

Organizational Conflict of Interest – 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 conflict of interest 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 – 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 and investment interests.

Potential COI – means that the COI could become an actual COI due to contingency Events and/or as determined by CMS. This form of COI will require avoidance, neutralization or mitigation acceptable to CMS.

Principal – As defined in FAR 52.203-13, Contractor Code of Business Ethics and Conduct, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a division or business segment, and similar positions).

Three (3) Types of COIs include:

Conflict Types Definitions

Biased Ground Rules

Consists of situations in which a firm, as part of its performance of a Government contract, has helped (or is in a position to help) set the ground rules for another Government contract by, for example, writing the statement of work or the specifications, or establishing source-selection criteria. In these “biased ground rules” cases, the primary concern is that the firm could skew the competition, whether intentionally or not, in favor of itself and/or its affiliates.

Impaired Objectivity

Consists of situations where a firm has an interest (typically financial) that may conflict with the interest of the Government to whom the firm has a contractual obligation, and the firm’s work under the Government contract could give the firm the opportunity to benefit its other business interests. If the firm is providing recommendations, judgment or advice, and its other business interests could be affected by that recommendation, judgment or advice, the firm’s objectivity may be impaired. An example is where the firm was evaluating itself, an affiliate or a competitor, either through an assessment of performance under another contract or an evaluation of proposals.

Unequal Access to Information

“Unfair” access to non-public information – Consists of situations in which a firm has access to nonpublic information (including proprietary information and non-public source-selection information) as part of its performance of a Government contract and that information may provide the firm with a competitive advantage in a later competition for a Government contract. In these “unequal access to information” cases, the concern is limited to the risk of the firm gaining an unfair competitive advantage;

there is no issue of bias. Note: Incumbency alone does not constitute “unequal access to information.”

c. Significant Potential Conflict of Interest: The Contracting Officer has determined that this contract may involve significant potential COIs.

1. Nature of Potential Conflict: Although not all inclusive, the Contracting Officer has determined that the following activities are considered to be an actual, potential or apparent COI with the work to be performed under this contract. The Contractor/Subcontractor shall promptly notify the Contracting Officer of any relationships with any of the following entities.

For the purpose of identifying entities with actual, potential or apparent COIs, at a minimum, the entity is one that—

(a) Prepared work or is under contract to prepare work that would be reviewed under this contract;

(b) Is affiliated or has a financial relationship, as these terms are explained above, with a provider or supplier to be reviewed/evaluated under the contract: or

(c) Has other contracts and grants with the Federal Government, such as a MAC, ZPIC/UPIC, QIC or claims processing system contractor.

2. Proposed Restraint on Future Contractor/Subcontractor Activities: CMS is proposing to restrain future Contractor/Subcontractor activities as follows:

A RAC may not become a MAC, ZPIC/UPIC, BFCC-QIO, QIN-QIO, QIC or ESRD while holding a RAC contract in that Region or jurisdiction

d. Contractor Business Ethics, Conflict of Interest and Compliance Program Requirements: FAR 3.10 and FAR 52.203-13, Contractor Code of Business Ethics and Conduct, identify “…policies and procedures for establishment of Contractor codes of business ethics and conduct, and display of agency Office of Inspector General (OIG) hotline posters.” https://forms.oig.hhs.gov/hotlineoperations/posteren.aspx

The following chart is provided to clarify requirements under this contract:

FAR 52.203-13 Requirements Applicability (X = Applicable)

Contracts < $5 Million

Contracts ≥$5Million

With a Small Business OR for

Commercial Items (as Defined in

FAR 2.101)

Contracts ≥$5Million With a Large Business (No Commercial Item Contracts)

CMS COI DISCLOSURES X X X

PLAN FOR

MONITORING/REPORTING COIs (Large Businesses Shall Incorporate COI Monitoring/Reporting as Part of Its Compliance Program)

X X X CODE OF CONDUCT Not Required X X COMPLIANCE PROGRAM Not Required Not Required X

1. COI Oversight Program: The Contractor shall maintain an effective COI Oversight Program. As part of the program, the contractor shall implement company business https://forms.oig.hhs.gov/hotlineoperations/posteren.aspx practices, procedures, polices and internal controls for compliance with COI requirements, such as:

(a) Preventing conflicts of interest, prohibiting the use of non-public information accessed through this contract for personal gain, and obtaining a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through this contract;

(b) Conducting Internal and External Audits;

(c) Policy Enforcement and Employee Disciplinary Actions;

(d) Retention of Records;

(e) Management of Subcontractors;

(f) Internal control systems;

(g) Display of Fraud Hotline Poster(s) in accordance with FAR 52.203-14

Display of Hotline Poster(s).

(h) Reviewing the information required by Attachment D.7, Contractor Personal

Conflict of Interest Financial Disclosure Template, for each principal, officer and member of the governing body (e.g., Board of Directors, Trustees, etc.) of the organization, as well as managers and key personnel who would be, or are involved with, the performance of this contract. It is recommended that individuals who have not disclosed changes within the reporting period, submit an annual disclosure update to their Compliance Officer for review;

(i) Informing employees, through an employee education and training program, of their obligation to disclose and prevent conflicts of interest, not to use non-public information accessed through performance of this contract for personal gain, and to avoid even the appearance of personal conflicts of interest; and,

(j) Reporting to the Contracting Officer any conflict of interest violations.

The following details are provided for respective COI disclosure expectations:

2. Conflict of Interest:

In accordance with FAR 3.10 and 52.203-13, Contractor Code of Business Ethics and Conduct, and this solicitation/contract, the Contractor shall have procedures in place to monitor and disclose all Organizational and Personal Conflicts of Interest throughout the life of the contract.

COI information shall be submitted as follows:

(a) Initial Submission of COI Information: The Contractor shall submit Conflict of Interest information identified in –

• Attachment D.6, Contractor Business Ethics, Conflict of Interest and

Compliance Program Requirements (follow the format identified in the Attachment D.6).

(b) Personal Conflict Information: It is the offeror/contractor’s responsibility to have a COI plan in place (see C.8.d.1. COI Oversight Program) to ensure that actual, potential, or apparent personal conflicts of interest are identified, analyzed and mitigated for performance of this contract.

COI information shall be obtained by the Offeror/Contractor for each:

Manager or Key personnel who would be, or are involved with, the performance of this contract;

Governing Body Members (e.g., Board of Directors; Trustees, etc.); and, Principals of the organization as defined by FAR 52.203-13, Contractor

Code of Business Ethics and Conduct.

Attachment D.7, Contractor Personal Conflict of Interest Financial Disclosure Template is provided as a “sample” for the Offeror/Contractor to follow when identifying, analyzing and mitigating actual, potential, or apparent Personal COIs for this contract. Notwithstanding, Personal COI information obtained from the above individuals shall not be submitted to the Government.

(c) Mitigation/Resolution: The Contracting Officer determines whether a COI has been identified and whether the actual, potential or apparent COI has been mitigated/resolved to the Government’s satisfaction. The Contractor's approved COI Mitigation/Resolution plan shall be incorporated into the contract.

In cases whereby a COI cannot be, or has not been, mitigated to the Contracting Officer’s satisfaction, the Contracting Officer may take the following action including, but not limited to:

i. Request a waiver in accordance with FAR 9.503 Waiver, from the Head of the Contracting Activity; or

ii. Make changes to the requirements of the contract; or

iii. Terminate the contract.

(d) Conflict of Interest Disclosure During Contract Performance: COI Disclosure

Revisions shall be submitted to the Contracting Officer as follows:

i. When Revisions are Required:

• At any time during the performance of this contract, if the Contractor learns of any actual, potential, or apparent COI, whereby a reasonable business person might equate the COI to one (1) of the three (3) types of COIs identified in C.8.b Definitions, the Contractor shall notify the Contracting Officer in writing within five (5) business days of the identification of the actual, potential, or apparent COI. Within 30 calendar days, or as otherwise negotiated with the Contracting

Officer, the Contractor shall submit a COI Disclosure Revision in accordance with C.8.d.2.(d) ii below.

If, as a result of the Government or Contractor independent auditor review, any findings require a change in the previous disclosure, submit a COI Disclosure Revision, in accordance (d) ii below, to the Contracting Officer within 30 calendar days of the final audit report.

• Within 30 calendar days when the Contracting Officer requests a revision.

• At least 45 calendar days prior to a change due to proposed or planned business actions, e.g., acquiring or selling a business or business segment, changes in ownership of the organization holding the contract, etc.

ii. What is Required in a Revision:

• When COI disclosures require revision, the Contractor shall provide a revised Attachment D.6 Contractor Business Ethics, Conflict of Interest and Compliance Program Requirements. Red-lined versions are preferred.

e. Independent Audit: Unless otherwise instructed, when a mitigation plan is required to be submitted, the Contractor shall obtain the services of an External/Independent auditor to conduct an audit of the “Mitigation Strategy.” If the Government chooses to execute the audit in lieu of the contractor independent audit, the Contracting Officer will notify the Contractor within 60 days of the anniversary date of the contract.

Such auditor shall have expertise in conducting compliance program and conflict of interest audits. The Contractor’s records may also be subject to audit by the Government to ensure compliance with this contract’s C.8 clause requirements and/or ensure that any corrective action, if necessary, has been implemented.

1. Subcontractors: A COI independent audit shall be required at the discretion of the Prime Contractor. If the Prime Contractor requires an audit of the subcontractor(s), the subcontractor’s audit shall be included with the Prime Contractor’s audit submission.

2. First Audit: When a mitigation plan is required, an independent audit of the COI program is due 90 days after the first anniversary date of the contract or as otherwise negotiated with the Contracting Officer. The independent audit will be submitted by the auditor directly to the Contracting Officer with a copy to the Contractor.

3. Subsequent Audits: Additional audits are at the discretion of the Contracting Officer.

The Contracting Officer will consider previous audit findings, any corrective action(s) and any new COI information, when making the decision to require subsequent audits.

4. Audit Findings: When Contractor Conflict of Interest Oversight findings are disclosed in an independent audit, the Contractor shall include in the draft audit report its proposed corrective action plan for each finding. The Contracting Officer may require a revised COI mitigation plan to be submitted as a result of the audit findings.

5. Independent Audit Requirements:

(a) The auditor shall decide what processes it will use to review, verify and confirm the information, processes and policies disclosed by the Contractor to the Government. The audit shall include a process for the contractor to review audit findings and provide a response to the auditor, which shall be included in the final audit submitted to the CMS Contracting Officer.

(b) The audit shall confirm that any and all COI mitigation plans, approved by the

Government, have been implemented and are functioning as anticipated.

Although not all inclusive, the auditor may also want to consider the following:

(i) Review of all COI disclosures submitted to the Government to validate the accuracy and completeness of such disclosures;

(ii) Conducting appropriate interviews with principals, key personnel and independent members of the board of directors, as appropriate;

(iii) Reviewing the Contractor’s organizational chart(s), articles of incorporation, bylaws and/or other documents, to validate the accuracy and completeness of COI disclosures to the Government;

(iv) Confirming that the Contractor annually, at a minimum, collects and reviews for assessment and appropriate action by the Compliance Officer, personal conflict information from its principals, key personnel (on the relevant contract(s)) and board of director members;

(v) Confirming whether the Contractor is in compliance with its internal

Contractor Conflict of Interest Oversight program(s); and,

(vi) For its Subcontractors, confirming whether the prime Contractor is monitoring Subcontractor compliance with the required contract flow-down provisions and disclosed practices, in accordance with contract C.8. The auditor may review other information as it deems appropriate to ensure that COI issues have been identified and resolved, in accordance with Contractor disclosures.

(vii) The auditor will also examine the Contractor’s records to verify that all of the requirements specified in FAR 52.203-13(c)(2)(ii), Contractor Code of Business Ethics and Conduct, are met.

6. Reporting Requirements: The audit report, inclusive of all auditor findings and proposed corrective actions, shall be delivered via e-mail or US Postal Service to the Contracting Officer directly from the auditor.

f. Subcontractor Flow-Down Clause: The prime Contractor is responsible for avoiding, neutralizing and mitigating all actual, potential, or apparent COIs of its Subcontractors, in accordance with this clause. Therefore, the prime Contractor shall flow-down clause C.8 Business Ethics, Conflict of Interest and Compliance, of this contract in all subcontracts.

For Subcontractors, wherever the term “Contractor” is used, insert “Subcontractor.”

C.9 CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

a. General:

In accordance with Federal Acquisition Regulation (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 https://www.cpars.gov/ https://www.cpars.gov/ for creating a password for future past performance evaluation processing.

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

i. 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.

ii. 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.

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.

C.10 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.