HT003821R0001 Conformed to Amendment 0001.pdf

HT003821R0001

Section SF 1449 - CONTINUATION SHEET 1 Notwithstanding the schedule below, the cumulative amount of all task orders issued under this contract shall not 3 exceed $1,425,000,000. This amount constitutes the “maximum” as that term is used in paragraph (b) of the 4 “Indefinite Quantity” clause of this contract. Any difference between the contract maximum and the sum of the 5 values of the line items in the schedule is intended to allow for additional ordering or to accommodate changes as 6 the solution evolves during performance. 7 Pricing information submitted in Attachment 4, Price Worksheet (Lot 1), and Attachment 5, Price Worksheet (Lot 9 2), will be incorporated by reference into any contract resulting from this solicitation to serve as the basis for 10 negotiation of task orders issued under the contract, as well as the unilateral ordering of “catalog” priced orders in 11 accordance with Attachment 1, Scope and Ordering Guide. 12 As referred to in paragraph (b) of the “Indefinite Quantity” clause of this contract, the contract minimum quantity is 14 a total of $50,000 worth of orders. 15

LOT 1 LINE ITEMS 17

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 3 Months Design-to-Outcome 1

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 1.

FOB: Destination

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 11 Months Core Task Order 1

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 1.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 2 Months Incubator Task Order A1

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers as it compares to best-in-class methodologies.

0004 2 Months Incubator Task Order B1

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0005 Each Lot 1 Incentive 1

FFP

Incentive payment in accordance with Clause 52.212-4 Addendum 2.

0006 Each Lot 1 Gamechanger 1

FFP

Gamechanger payment in accordance with Clause 52.212-4 Addendum 3.

0101 2 Months Design-to-Outcome 2 No Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 2.

0102 11 Months Core Task Order 2

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 2.

0103 2 Months Incubator Task Order A2

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0104 2 Months Incubator Task Order B2

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0105 Each Lot 1 Incentive 2

FFP

0106 Each Lot 1 Gamechanger 2

FFP

0107 3 Months Design-to-Outcome 2 with Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 2.

Transition WF3 operational activities from previous Awardee to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines.

0201 2 Months Design-to-Outcome 3 No Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 3.

0202 11 Months Core Task Order 3

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 3.

0203 2 Months Incubator Task Order A3

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0204 2 Months Incubator Task Order B3

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0205 Each Lot 1 Incentive 3

FFP

0206 Each Lot 1 Gamechanger 3

FFP

0207 3 Months Design-to-Outcome 3 with Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 3.

Transition WF3 operational activities from previous Awardee to provide continuation of services for mid and back office functions for all PEO DHMS and

0301 2 Months Design-to-Outcome 4 No Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 4.

0302 11 Months Core Task Order 4

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 4.

0303 2 Months Incubator Task Order A4

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0304 2 Months Incubator Task Order B4

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0305 Each Lot 1 Incentive 4

FFP

0306 Each Lot 1 Gamechanger 4

FFP

0307 3 Months Design-to-Outcome 4 with Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 4.

Transition WF3 operational activities from previous Awardee to provide continuation of services for mid and back office functions for all PEO DHMS and

0401 2 Months Design-to-Outcome 5 No Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 5.

0402 11 Months Core Task Order 5

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 5.

0403 2 Months Incubator Task Order A5

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0404 2 Months Incubator Task Order B5

FFP

Independent survey of the current PEO DHMS/FEHRM organizational activities and product lines vis-a-vis the health technology landscape, and broader software product domain, and report on PEO DHMS strengths, opportunities, and blockers

0405 Each Lot 1 Incentive 5

FFP

0406 Each Lot 1 Gamechanger 5

FFP

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0407 3 Months Design-to-Outcome 5 with Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 5.

Transition WF3 operational activities from previous Awardee to provide continuation of services for mid and back office functions for all PEO DHMS and

0501 2 Months Design-to-Outcome 6 No Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 6.

0502 11 Months Core Task Order 6

FFP

Managed solution to operate and transform Workforce 3.0 core capabilities and operational activities to provide continuation of services for mid and back office functions for all PEO DHMS and FEHRM product lines. Execute the organizational digital transformation in accordance with the performance metrics and outcomes agreed upon during Design-to-Outcome 6.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0505 Each Lot 1 Incentive 6

FFP

0506 Each Lot 1 Gamechanger 6

FFP

0507 3 Months Design-to-Outcome 6 with Transition

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Core Task Order 6.

Transition WF3 operational activities from previous Awardee to provide continuation of services for mid and back office functions for all PEO DHMS and

LOT 2 LINE ITEMS 121

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1001 Each Accelerator Task Order

FFP

Assess as-is operations and prepare a detailed “design-to-outcome” approach, proposal, and specifications, in an iterative, bilateral user-centered design process.

These artifacts will be utilized as the basis for the award of Ad-hoc Task Order 1.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1002 Each Ad-hoc Task Order

FFP

Managed solution to execute the project agreed upon during Accelerator Task Order 1.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1003 Each Lot 2 Gamechanger

FFP

The schedule identifies line items in two lots. Ordering periods, as described in “52.217-9” for these lots are as follows: 132 Lot 1: 134

Line Items Ordering Period Description 0xxx Contract award through five cycles thereafter. Base Ordering Period

Lot 2: 136

Line Items Ordering Period Description 10xx Contract award through five cycles thereafter. Base Ordering Period

INSPECTION AND ACCEPTANCE TERMS 138

Supplies/services will be inspected/accepted at: 140

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

ALL Destination Government Destination Government

DELIVERY INFORMATION 142

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE

*To be determined on individual task orders. See 52.212-4 Addendum 1 and 52.217-9 143

CLAUSES INCORPORATED BY REFERENCE 145

52.204-7 System for Award Management OCT 2018 52.204-13 System for Award Management Maintenance. OCT 2018 52.204-16 Commercial and Government Entity Code Reporting AUG 2020 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-21 Basic Safeguarding of Covered Contractor Information Systems JUN 2016 52.204-24 Representation Regarding Certain Telecommunications and Video

Surveillance Services or Equipment.

OCT 2020

52.207-6*** Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts).

OCT 2016

52.209-7 Information Regarding Responsibility Matters. OCT 2018 52.209-12 Certification Regarding Tax Matters. OCT 2020 52.212-3 Alt. 1 Offeror Representations and Certifications-Commercial Items. Alt. 1 FEB 2021 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan. OCT 2020 52.229-11 Tax on Certain Foreign Procurements—Notice and Representation. JUN 2020 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD Officials SEP 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7003 Agency Office of the Inspector General AUG 2019 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors. FEB 2019 252.204-7006 Billing Instructions OCT 2005 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported

Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support MAY 2016 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The

Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.219-7003** Small Business Subcontracting Plan (DoD Contracts). DEC 2019

252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or Hazardous Materials

SEP 2014

252.225-7002 Qualifying Country Sources As Subcontractors DEC 2017 252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic

Enterprises, and Native Hawaiian Small Business Concerns

APR 2019

252.227-7013 Rights in Technical Data—Noncommercial Items. FEB 2014 252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016 252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988 252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports DEC 2018 252.232-7006 Wide Area WorkFlow Payment Instructions* DEC 2018 252.232-7010 Levies on Contract Payments DEC 2006 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel JUN 2013 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items OCT 2020 *Fill-ins to be provided on individual task orders. 148 **Clause only applicable to Lot 1 149 ***Clause only applicable to Lot 2 150

CLAUSES INCORPORATED BY FULL TEXT 152

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (OCT 2018) 154

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the 156 requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have 157 been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or 158 reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance 159 will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate 160 consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-161 acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and 162

(2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the 163 item. 164

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of 166 performance of this contract to a bank, trust company, or other financing institution, including any Federal lending 167 agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes 168 payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to 169 receive payment under this contract. 170

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the 172 parties. 173

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613). 175 Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or 176 action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at 177 Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The 178 Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising 179 under the contract. 180

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. 182

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence 184 beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public 185 enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine 186 restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the 187 Contracting Officer in writing as soon as it is reasonably possible after the commencement or any excusable delay, 188 setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch 189 and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. 190

(g) Invoice. 192

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the 194 address designated in the contract to receive invoices. An invoice must include-- 195

(i) Name and address of the Contractor; 197

(ii) Invoice date and number; 199

(iii) Contract number, line item number and, if applicable, the order number; 201

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; 203

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on 205 Government bill of lading; 206

(vi) Terms of any discount for prompt payment offered; 208

(vii) Name and address of official to whom payment is to be sent; 210

(viii) Name, title, and phone number of person to notify in event of defective invoice; and 212

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required 214 elsewhere in this contract. 215

(x) Electronic funds transfer (EFT) banking information. 217

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. 219

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, 221 the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation 222 provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award 223 Management, or 52.232-34, Payment by Electronic 224 Funds Transfer--Other Than System for Award Management), or applicable agency procedures. 225

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT. 227

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of 229 Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. 230

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against 232 liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any 233 United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the 234 Contractor is reasonably notified of such claims and proceedings. 235

(i) Payment.- 237

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the 239 delivery destinations set forth in this contract. 240

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 242 3903) and prompt payment regulations at 5 CFR part 1315. 243

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate 245 EFT clause. 246

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the 248 invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the 249 date which appears on the payment check or the specified payment date if an electronic funds transfer payment is 250 made. 251

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the 253 Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-- 254

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the 256 overpayment including the-- 257

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of 259 overpayment); 260

(B) Affected contract number and delivery order number, if applicable; 262

(C) Affected line item or subline item, if applicable; and 264

(D) Contractor point of contact. 266

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. 268

(6) Interest. 270

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple 272 interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the 273 interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 274 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and 275 then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. 276

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the 278 contract. 279

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-- 281

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt 283 within 30 days; 284

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline 286 specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an 287 installment payment agreement; or 288

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer 290 (see 32.607-2). 291

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final 293 decision shall identify the same due date as the original demand for payment. 294

(v) Amounts shall be due at the earliest of the following dates: 296

(A) The date fixed under this contract. 298

(B) The date of the first written demand for payment, including any demand for payment resulting from a default 300 termination. 301

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due 303 date and ending on-- 304

(A) The date on which the designated office receives payment from the Contractor; 306

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has 308 been withheld as a credit against the contract debt; or 309

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to 311 the Contractor. 312

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the 314 Federal Acquisition Regulation in effect on the date of this contract. 315

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided 317 under this contract shall remain with the Contractor until, and shall pass to the Government upon: 318

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or 320

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. 322 destination. 323

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. 325

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or 327 any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all 328 work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to 329 the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of 330 the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the 331 satisfaction of the Government using its standard record keeping system, have resulted from the termination. The 332 Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this 333 purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor 334 shall not be paid for any work performed or costs incurred which reasonably could have been avoided. 335

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of 337 any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to 338 provide the Government, upon request, with adequate assurances of future performance. In the event of termination 339 for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, 340 and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is 341 determined that the Government improperly terminated this contract for default, such termination shall be deemed a 342 termination for convenience. 343

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the 345 Government upon acceptance, regardless of when or where the Government takes physical possession. 346

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for 348 use for the particular purpose described in this contract. 349

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to 351 the Government for consequential damages resulting from any defect or deficiencies in accepted items. 352

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive 354 orders, rules and regulations applicable to its performance under this contract. 355

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 357 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating 358 to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. 359 chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, 360 Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. 361

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in 363 the following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other 364 Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs 365 of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license 366 agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this 367 clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification. 368

(t) Reserved. 370

(u) Unauthorized Obligations. 372

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is 374 subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or 375 agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity 376 for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 377 1341), the following shall govern: 378

(i) Any such clause is unenforceable against the Government. 380

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause 382 by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar 383 legal instrument or agreement is invoked through an ``I agree'' click box or other comparable mechanism (e.g., 384 ``click-wrap'' or ``browse-wrap'' agreements), execution does not bind the Government or any 385 Government authorized end user to such clause. 386

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. 388

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized 390 by statute and specifically authorized under applicable agency regulations and procedures. 391

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed 393 electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 394 ADDENDUM 1 – Ordering Guide 396 Attachment 1, Scope and Ordering Guide provides the rules of engagement for issuance of task orders that 397 supplement any ordering clauses and provides contract-wide terms and conditions that will be applicable across all 398 task orders. 399

ADDENDUM 2 – Administration of Incentive Profit (LOT 1) 401 Line items 0X05 and 0X06 identify profit pools payable in accordance with this addendum. During “Design-To-402 Outcome” task orders, the contractor shall propose metrics, standards, and profit levels that align to the outcomes 403 specified by the Government when the “Design-To-Outcome” task order is issued. These specifications, once agreed 404 upon during negotiations, will be incorporated in the QASP for the “Core Task Order” linked to the “Design-To-405 Outcome” task order. 406 When the “Core Task Order” is issued, the Government will obligate funding on the appropriate Incentive Profit line 408 item. The Contractor shall not submit invoices against this line item until given express, written permission from the 409 Contracting Officer, which will specify the quantity of Incentive Profit units the Contractor has earned under the 410 task order QASP and metrics terms. 411 At the beginning of the sixth and end of the eleventh months of the “Core Task Order” the Contractor shall provide 413 the results calculated against the metrics and the agreed upon supporting materials. The Government will evaluate 414 the materials submitted and independently verify the results. If the Government cannot verify the results, the 415 Contracting Officer will initiate bilateral discussions in an attempt to resolve any differences. If the Contractor 416 cannot adequately substantiate its calculations, the Contracting Officer will issue a final decision as to the quantity 417 of Incentive Profit units earned. 418 Once this determination is made, the Contracting Officer will unilaterally modify the task order to reflect the earned 420 Incentive Profit unit quantity, and de-obligate any surplus funds, as necessary. Once this modification is executed, 421 the Contracting Officer will provide written permission for the Contractor to invoice this line item, and the 422 Government will accept a properly submitted invoice for payment of the Incentive Profit in accordance with the 423 invoicing and payment terms of the contract. 424 ADDENDUM 3 – Award Fee Plan (LOT 1 and LOT 2) 426 This contract includes the potential for award fee, identified in the schedule as “Gamechanger” line items. This 427 Addendum serves as the agreed upon “Award Fee Plan” in accordance with FAR 16.401(e)(3) and DFARS 428 216.401(e). 429 The award fee is one tool for assessing and incentivizing the quality of the contractor’s performance. Other 431 performance incentives include the “Incentive Profit” payments, base profit in the firm-fixed-price line items, and 432 positive contributions to the contractor’s past performance record. 433 As a component of the Government’s overall performance incentive plan, the “Gamechanger” component is 435 intended to incentivize and reward specific instances of behavior or culture that directly result in an outsized positive 436 impact in terms of quality or value to the WF3 efforts. These specific instances must be of substantially higher 437 quality or value than the ordinary metrics and the resulting impact to the Government will be substantially higher 438 than the award received. As a result, “Gamechanger” awards are intended to be extraordinarily difficult to achieve, 439 even beyond the standard definition of “Outstanding” performance, and are likely to be rare. 440 Whereas the “Incentive” and base profit are intended to constantly push forward the Government’s “high water 442 mark” in its pursuit of being a “world-class” technology organization, the “Gamechanger” is meant to reward 443 instances where the contractor directly causes a portion of the organization or product line to be “world-class,” in 444 fact. 445 This plan describes the Government’s criteria and process to assess the contractor’s performance and determine the 447 amount of award fee earned. The award fee determinations and the methodology for determining the award fee are 448 unilateral decisions made solely at the discretion of the Government and subject to availability of funds. 449 The following CLINS are associated with Incentive award fees in Lot 1: 451

• 0005 – Lot 1 Incentive 1 452

• 0105 – Lot 1 Incentive 2 453

• 0205 – Lot 1 Incentive 3 454

• 0305 – Lot 1 Incentive 4 455

• 0405 – Lot 1 Incentive 5 456

• 0505 – Lot 1 Incentive 6 457

The following CLINS are associated with Gamechanger award fees in Lot 1: 459

• 0006 – Lot 1 Gamechanger 1 460

• 0106 – Lot 1 Gamechanger 2 461

• 0206 – Lot 1 Gamechanger 3 462

• 0306 – Lot 1 Gamechanger 4 463

• 0406 – Lot 1 Gamechanger 5 464

• 0506 – Lot 1 Gamechanger 6 465

The following CLIN is associated with Gamechanger award fees in Lot 2: 466

• 1003 – Lot 2 Gamechanger 467

1 ORGANIZATION 469

The award fee organization consists of the Government Determination Official (DO), the Contracting Officer (KO), 470 Award Nominators (AN) and the Performance Monitors (PrfM). The DO will be the Program Executive Officer, 471 Defense Healthcare Management Systems. ANs will include select senior directors, Program Managers, and Deputy 472 Program Managers at the GS-15/O-6 level. PrfMs include all civilian and military personnel supporting PEO DHMS 473 and its partner organizations. 474

2 RESPONSIBILITIES 476

a) Determining Official. The DO reviews the recommendation(s) of the Award Nominators, considers all pertinent 477 data, and determines the earned award for each nomination. The DO may make unilateral changes to this plan 478 that will be executed as a modification to the contract/task order or issuance of a new task order. 479

b) Award Nominators. ANs review the PrfM’s evaluations of the contractor's performance, consider all pertinent 480 data, and document the award fee nomination to the DO. Along with preparing the nominations, the ANs ensure that 481 funding is available and documented in a purchase request to support the potential award of the recommended 482 nomination. 483

c) Contracting Officer. The KO is the liaison between contractor and Government personnel and controls any 484 changes that are approved by the DO to the Plan. Also, the KO modifies task orders to appropriately reflect the 485 decisions of the DO. 486

d) Performance Monitors. PrfMs perform continuous surveillance of the contractor's performance in their assigned 487 evaluation area(s) so that a fair and accurate evaluation is obtained. When an instance of performance or outcome 488 that meets the “Gamechanger” threshold is identified, the PrfMs document the circumstances, achievement, and 489 impact of the performance or outcome and submit to the ANs for evaluation. PrfMs support ANs in the development 490 of supporting materials for nominations. 491

3 AWARD PROCESSES 493

a) Structure. Proposals and resulting task orders to include award fee line items will establish the specifics of the 494 pool of award fee available, as well as specific interim evaluation timelines. Formal interim evaluation periods are 495 conducted in accordance with FAR/DFARS. Performance monitoring, nominations, and awards will occur on a 496 continuous, on-going basis notwithstanding the interim evaluation timing. As a result, the overall evaluation period 497 will be the entire period of performance for the task order. The number and timing of interim evaluations will be 498 dependent on the length of the task order. During the interim evaluation, the Government will provide the number 499 and status of any unawarded nominations, and a brief rationale supporting any rejected nominations. This rationale 500 is intended ONLY to assist the contractor in understanding what level of achievement is required to attain a 501 “Gamechanger.” More than one award may be made during any period. When the DO approves an award, the KO 502 will unilaterally modify the task order to include the appropriate line item and funding, and the Government will 503 accept a properly submitted invoice for payment in accordance with the invoicing and payment terms of the 504 contract. 505

b) Evaluation Standards. The earned award will be based on the contractor’s performance rating documented in a 506 nomination. Separately, achievement of any “Acceptable” or higher ratings will be reported in the contractor’s 507 periodic CPARS assessments, related to the associated category. 508

1. Quality of Product or Service 510 Assesses the contractor’s contribution to the culture, processes, or talent achieving a “world-class” outcome relative 511 to the status quo. 512

2. Cost Improvement 514 (These will not be imputed to CPARS, due to the contract being firm-fixed-price) Assesses the contractor’s 515 contribution to increasing value and efficiency in DHMS operations. 516

3. Business Relations 518 Assesses the contractor’s contributions to establishing a truly seamless/badge-less operations. 519

Award Fee Adjectival Rating†

Award Fee Pool Available

Description

Excellent 91%-100% To achieve this level, the Contractor must:

1. Deliver outcomes that result in DHMS being recognized as a leader outside the

Government space (i.e., compared with Fortune 100 firms)

2. Meet overall performance requirements of the contract in the aggregate, as defined in the negotiated Performance Work Statement/QASP

3. Have substantial, direct contributions to ALL of the criteria (Quality of Product or Service, Cost Improvement, and Business Relations) as defined in this Award Fee Plan

Very Good 76%-90% To achieve this level, the Contractor must:

1. Deliver outcomes that result in DHMS being recognized as a leader among all

Federal Government agencies.

2. Meet overall performance requirements of the contract in the aggregate, as defined in the negotiated Performance Work Statement/QASP

3. Have substantial, direct contributions to ALL of the criteria (Quality of Product or Service, Cost Improvement, and Business Relations) as defined in this Award Fee Plan

Good 51%-75% To achieve this level, the Contractor must:

1. Deliver outcomes that result in DHMS being recognized as a leader among DoD and the Military Services.

2. Meet overall performance requirements of the contract in the aggregate, as defined in the negotiated Performance Work Statement/QASP

3. Have substantial, direct contributions to ALL of the criteria (Quality of Product or Service, Cost Improvement, and Business Relations) as defined in this Award Fee Plan

Acceptable No greater than 50%*

To achieve this level, the Contractor must:

1. Meet overall performance requirements of the award-fee plan in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.*

2. Meet overall performance requirements of the contract in the aggregate, as defined in the negotiated Performance Work Statement/QASP

3. Have substantial, direct contributions to ALL of the criteria (Quality of Product or Service, Cost Improvement, and Business Relations) as defined in this Award Fee Plan

Unacceptable 0% To achieve this level, the Contractor must:

1. Fail to meet performance requirements of the award-fee plan in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.**

2. Fail to meet overall performance requirements of the contract in the aggregate, as defined in the negotiated Performance Work Statement/QASP

3. Fail to have substantial, direct contributions to ALL of the criteria (Quality of Product or Service, Cost Improvement, and Business Relations) as defined in this Award Fee Plan

†WF3 adjectival ratings are not interchangeable with QASP and CPARs adjectival ratings. 521 *Supplemental Table for “Acceptable” 523

Acceptable Adjectival Rating

Award Fee Pool Available

Description

+++ 31%-50% To achieve this level, the Contractor must:

1. Meet overall performance requirements of the contract in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.

2. Achieve this level a substantial change to the status quo must occur in at least most organizational functions against all criteria above.

++ 21%-30% To achieve this level, the Contractor must:

1. Meet overall performance requirements of the contract in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.

2. Achieve this level a substantial change to the status quo must occur in at least most organizational functions against more than one criterion from above.

+ 11%-20% To achieve this level, the Contractor must:

1. Meet overall performance requirements of the contract in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.

2. Achieve this level a substantial change to the status quo must occur in at least several organizational functions against more than one criterion from above.

Low 0.1%-10% To achieve this level, the Contractor must:

1. Meet overall performance requirements of the contract in the aggregate as defined and measured against the criteria in the award-fee plan for the award-fee evaluation period.

2. Achieve this level a substantial change to the status quo must occur in at least one organizational function against at least one criterion from above.

**”Unacceptable” performance in the context of this plan may still constitute positive performance under the QASP, 524 “Incentive,” and past performance contributions. Marginal or unacceptable performance in these areas will 525 automatically result in a rating of “Unacceptable” under the award plan, and no awards will be made until 526 performance reaches an overall acceptable level. 527 ADDENDUM 4 – Organizational Conflict of Interest 529

LOT 1 531

Activities under this contract are expected to include “systems engineering and technical assistance,” and this work 532 will give rise to significant biased ground rules, impaired objectivity, and unequal access to information 533 Organizational Conflicts of Interest. Contractors are directed to FAR 9.5 for information pertaining to 534 Organizational Conflicts of Interest. The Contractor shall be ineligible to perform , whether as a contractor, 535 subcontractor, or team member, under any Prime Mission Product Support contract that is in any way related to 536 support provided under this contract, i.e., products managed by a PEO DHMS partner or subordinate organization. 537

a. Definitions. Unless otherwise specified in this clause, the terms used in this clause are defined in the 539 FAR/DFARS, as applicable. 540 Prime Mission Product Support – Includes, but is not limited to, provisioning of off-the-shelf or developmental 542 software or hardware, or support services resulting in any direct financial interest in the development, delivery, 543 implementation, sustainment, or support for a component of, integrated product, system, or system of systems 544 utilized by clinical, business, or management end users in a healthcare or operational medicine environment by one 545 of PEO DHMS’ partner organizations, including but not limited to the Department of Defense, the Department of 546 Veterans Affairs, or the Department of Homeland Security. This includes programs and systems of record that are 547 referred to by DoD policy as “major systems” or “Defense Business Systems”. 548

Contractor – For the purposes of this clause, the term “contractor” means the contractor, its subsidiaries and 550 affiliates, subcontractors, vendors, consultants, joint ventures, contractor teaming arrangements, involving the 551 contractor, and any entity with which the contractor may hereafter merge or affiliate and any other successor or 552 assignee of the contractor. 553

b. Warranty Against Conflicts of Interest. The contractor warrants that it will not perform Prime Mission Product 555 work and has not obtained access to another contractor’s proprietary information relating to the solicitation HT0038-556 21-R-0001. For any breach of this warranty, the Government shall have the right to rescind this contract without 557 liability or, at its discretion, terminate this contract for default. In such circumstances, the contractor shall not be 558 entitled to reimbursement of any cost incurred in performing this contract or payment of any fee thereunder. Further, 559 any such costs shall not be allocable or chargeable, directly or indirectly, to any other contract with the Government. 560

c. Non-Disclosure. Because of anticipated requirements for access to other contractors’ proprietary information, the 562 contractor (including all entities in the definition above) shall execute a corporate non-disclosure agreement with the 563 Government to provide the same level of protection to the information that would be provided by Government 564 employees. The agreements shall require the contractors to train their employees on how to properly handle the 565 information to which they will have access, and to have their employees sign company non-disclosure agreements 566 certifying that they understand the sensitive nature of the information and that unauthorized use of the information 567 could expose their company to significant liability. Copies of such employee non-disclosure agreements shall be 568 provided to the Government. Prior to releasing the information, the Government will determine whether a bona fide 569 need exists for individual employees to access this information. Access will be limited strictly to “need to know” 570 and employees must be trained by the contractor further disclosure to other employees or Government employees is 571 a violation of their company non-disclosure agreements. 572

d. Associate Agreements. If a contractor conditions access to their proprietary information, all entities may be 574 required to execute non-disclosure, non-compete, or business associate agreements directly with other contractors 575 prior to obtaining access…