RFP - (Section B) revised.pdf

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 BRIEF DESCRIPTION OF SERVICES

The Purpose of this contract is to develop and provide The Centers for Medicare and Medicaid Services (CMS) a crosswalk of geographic Health Professional Shortage Area (HPSA) designations as determined by the Health Resources and Services Administration (HRSA) to United State Postal Service (USPS) ZIP Codes to be used to determine the payment of the Medicare HPSA bonus per section 413 (a) of the Medicare Prescription Drug and Modernization Act (MMA) of 2003.

B.2 TYPE OF CONTRACT

This is a firm fixed price (FFP) contract. The Government reserves the right to change the contract type from FFP to any other contract type that is deemed appropriate by the Contracting Officer.

B.3 SCHEDULE

Payment will be made after receipt and acceptance of each monthly progress report as follows:

Base Period Period of Work Payment

06/1/26 - 06/30/26 [TBD]

07/1/26 - 07/31/26 08/1/26 - 08/31/26 09/1/26 - 09/30/26 10/1/26 - 10/31/26 11/1/26 - 11/30/26 12/1/26 - 12/31/26 01/1/27 - 01/31/27 02/1/27 - 02/28/27 03/1/27 - 03/31/27 04/1/27 - 04/30/27 05/1/27 - 05/31/27 Total Fixed Price

Option Period 1

06/1/27 - 06/30/27 [TBD]

07/1/27 - 07/31/27 08/1/27 - 08/31/27 09/1/27 - 09/30/27 10/1/27 - 10/31/27 11/1/27 - 11/30/27 12/1/27 - 12/31/27

01/1/28 - 01/31/28 02/1/28 - 02/28/28 03/1/28 - 03/31/28 04/1/28 - 04/30/28 05/1/28 - 05/31/28

Option Period 2

06/1/28 - 06/30/28 [TBD]

07/1/28 - 07/31/28 08/1/28 - 08/31/28 09/1/28 - 09/30/28 10/1/28 - 10/31/28 11/1/28 - 11/30/28 12/1/28 - 12/31/28 01/1/29 - 01/31/29 02/1/29 - 02/28/29 03/1/29 - 03/31/29 04/1/29 - 04/30/29 05/1/29 - 05/31/29

Option Period 3

06/1/29 - 06/30/29 [TBD]

07/1/29 - 07/31/29 08/1/29 - 08/31/29

09/1/29 - 09/30/29 10/1/29 - 10/31/29 11/1/29 - 11/30/29 12/1/29 - 12/31/29 01/1/30 - 01/31/30 02/1/30 - 02/28/30 03/1/30 - 03/31/30 04/1/30 - 04/30/30 05/1/30 - 05/31/30

Option Period 4

06/1/30 - 06/30/30 [TBD]

07/1/30 - 07/31/30 08/1/30 - 08/31/30 09/1/30 - 09/30/30 10/1/30 - 10/31/30 11/1/30 - 11/30/30 12/1/30 - 12/31/30 01/1/31 - 01/31/31 02/1/31 - 02/28/31 03/1/31 - 03/31/31 04/1/31 - 04/30/31 05/1/31 - 05/31/31

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

The attached Statement of Work (See Attachment J.1) provides requirements which the Contractor is expected to accomplish to meet minimum contract needs.

Independently, and not as an agent of the Government, the Contractor shall furnish the necessary services, personnel, materials, equipment, and facilities, not otherwise provided by the Government, as needed to perform this contract.

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING, MARKING AND SHIPPING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with the Statement of Work.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

NUMBER TITLE DATE

52.246-4 Inspection of Services – Fixed Price AUG 1996

E.2 INSPECTION AND ACCEPTANCE

a. All work under this contract is subject to inspection and final acceptance by the

Contracting Officer or the duly authorized representative of the Government.

b. The Government's Contracting Officer’s Representative (COR) is the duly authorized representative of the Government and is responsible for inspection and acceptance of all items to be delivered under this contract.

c. Inspection and acceptance of the Contractor's performance shall be in accordance with the applicable FAR clauses in Section E.1 above.

E.3 APPROVALS BY THE CONTRACTING OFFICER’S

REPRESENTATIVE (COR)

All items to be delivered to COR will be deemed to have been approved thirty (30) calendar days after date of delivery, except as otherwise specified in this contract, if written approval or disapproval has not been given within such period. The COR’s approval or revision to the items submitted shall be within the general scope of work stated in this contract.

http://www.acquisition.gov/

SECTION F - DELIVERIES OR PERFORMANCE

F.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

www.acquisition.gov

NUMBER TITLE DATE

52.242-15 Stop-Work Order (AUG 1989) - Alternate I APR 1984

F.2 PERIOD OF PERFORMANCE

The work and services required hereunder shall be delivered as follows:

Base Year: 06/01/26 – 05/31/27 Option Year 1: 06/01/27 – 05/31/28 Option Year 2: 06/01/28 – 05/31/29 Option Year 3: 06/01/29 – 05/31/30 Option Year 4: 06/01/30 – 05/31/31

F.3 TIME AND PLACE OF DELIVERIES

The deliverables to be furnished must be delivered in accordance with the deliverables schedules as specified in the Statement of Work.

http://www.acquisition.gov/

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 DATA TO BE DELIVERED

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

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

G.2 USE OF GOVERNMENT DATA

a. Any data given to the Contractor by the Government shall be used only for the performance of the contract unless the Contracting Officer specifically permits another use, in writing. Should the Contracting Officer permit the Contractor the use of Government-supplied data for a purpose other than solely for performance of this contract and, if such use could result in a commercially viable product, the Contracting Officer and the Contractor must negotiate a financial benefit to the Government. This benefit should most often be in the form of a reduction in the price of the contract; however, the Contracting Officer may negotiate any other benefits he/she determines is adequate compensation for the use of these data.

b. Upon the request of the Contracting Officer, or the expiration date of this contract, whichever shall come first, the Contractor shall return or destroy all data given to the Contractor by the Government. However, the Contracting Officer may direct that the data be retained by the Contractor for a specific period of time, which period shall be subject to agreement by the Contractor. Whether the data are to be returned, retained, or destroyed shall be the decision of the Contracting Officer with the exception that the Contractor may refuse to retain the data. The Contractor shall retain no data, copies of data, or parts thereof, in any form, when the Contracting Officer directs that the data be returned or destroyed. If the data are to be destroyed, the Contractor shall directly furnish evidence of such destruction in a form the Contracting Officer shall determine is adequate.

G.3 SUBCONTRACT CONSENT

a. If the Contractor does not have an approved purchasing system, consent to subcontract is required as indicated in FAR 44.202-1. If the Contractor has a government approved purchasing system, consent is required for the following subcontracts:

• All cost reimbursement, time and materials, and labor hour subcontracts over

$750,000.

• Fixed price subcontracts over 5% of the total estimated costs of the contract for the current period of performance.

b. To facilitate the review of a proposed subcontract, the Contractor shall submit the information required by the FAR Clause 52.244-2 entitled, "Subcontracts."

c. Consent is hereby granted for the use of the following subcontractors: (To Be

Determined)

G.4 DESIGNATION OF PROPERTY ADMINISTRATOR

a. The Contractor is responsible for an annual physical inventory accounting for all government property under this contract. The inventory must be conducted by September 30th and the DHHS Form 565 Report of Accountable Personal Property submitted by October 31st of each year.

b. The inventory report shall include all items acquired, furnished, rented or leased under the contract. Employees who conduct the inventories should not be the same individuals who maintain the property records. Following the physical inventory, the contractor shall prepare an inventory report and submit the report to the CMS Property Administrator at the following address:

Centers for Medicare & Medicaid Services Office of Security, Facilities and Logistics Operations Attn: Piljun Kim 7500 Security Blvd, MS SLL-14-06 Baltimore, MD 21244-1850 Pil.kim@cms.hhs.gov

c. The Contractor shall submit a consolidated report of all government property under this contract, including subcontractor inventory information.

d. The final inventory report shall indicate that all items required for continued contract performance are acceptable and free from contamination. Property that is no longer usable or required shall be reported and disposition requested through the Contracting Officer via submission of a Form HHS-22. The final inventory report shall be submitted upon the date of contract expiration.

G.5 CONTRACTING OFFICER’S AUTHORIZATION (COA)

a. In order to efficiently document approval of property purchases and to facilitate invoice approval and final contract audits, a COA is required prior to the purchase of Contractor Acquired Property (CAP) over $10,000.

b. Requests for a COA shall include:

• Reason for the purchase and why it is appropriate.

• Complete listing of items to be purchased.

• Competing quotes if applicable or justification for sole source.

• Recommended Source

• Lease vs. Buy analysis or justification for its absence.

G.6 PAYMENTS - INVOICES - (Sept 2024)

a. GENERAL: Effective August 31, 2020, the contractor/vendor shall create an invoice within the Invoice Processing Platform (IPP), a secure Web-based service for federal agencies and their vendors to manage government invoicing from purchase order (PO) through payment notification. Note: All invoice terms and conditions are contract specific and may vary from contract to contract.

b. CONTENT OF INVOICE: FAR 32.905 Payment Documentation and Process, provides the required content for a proper invoice. In addition to the requirements of FAR 32.905, the following items shall also be included on the invoice to be considered proper:

• Line item number (i.e. CLIN/SLIN as applicable)

• Contractor’s /Vendor’s Unique Entity Identifier (UEI) Number;

• Period of performance or delivery date of goods or services provided;

• Attachments and applicable support documentation requested by the CO;

• The first page of the PDF invoice or PDFSF-1034shall include:

• Contractor/Vendor name and address;

• Bill to: CMS, P.O. Box 7520, Baltimore, MD 21207;

• Full CMS contract number and task order number;

• Summary of charges by CLIN/SLIN (if applicable) with a grand total.

CLIN/SLIN(S) on the PDF shall be identical to what is entered in IPP;

• Invoice number shall be identical to what is entered in IPP. Each

Contractor/Vendor invoice number must be unique across all CMS contracts awarded to the Contractor/Vendor. For example, If Contractor/Vendor A has 5 CMS contracts, Contractor/Vendor A cannot use the same invoice number on any of the 5 contracts they have with CMS.

If using a dash in IPP then the dash must be used on the PDF. IPP does not allow any special characters (i.e.*, #, _);

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997

• Within IPP, the “Bill Period Start” and “Bill Period End” dates should align with the “Service From” and “Service To” dates (this is not the entire POP dates);

• Date of Delivery or Service dates shown on the PDF should:

(i) Fall within the contract POP (unless contract indicates otherwise)

(ii) Align with the “Bill Period Start” and “Bill Period End” dates and “Service From” and “Service To” dates, and

(iii) Note when the work was performed;

• Date invoice was prepared;

• The total invoice amount on the first page of the invoice or SF-1034 must be a debit. A credit may be shown on the first page of the invoice or SF- 1034 if the credit falls within the Period of Performance and is for the same CLIN as the debit. CMS does not accept credit vouchers or process refunds in IPP or the Invoice Submission Box. Credits in excess of $5.01must be submitted via Pay.gov (For questions surrounding Pay.gov, contact pay.gov.clev@clev.frb.org or 1-800-624-1373 (Option 2)). Credits sent to Pay.gov shall be copied to the CO, CS and COR. Credits valued at or less than $5.01must be submitted via Credit Gateway; however, it is preferred that the Contractor/Vendor wait until a dollar amount is accumulated in order to submit the refund through Pay.gov (For questions surrounding Credit Gateway, contact customer.care@usbank.com or 1-877-815-1206);

• When an invoice has been resubmitted, an “R” should be added after the invoice number on the PDF and in IPP; this will ensure that the original invoice number is not duplicated in IPP. If a resubmitted invoice is rejected again, each subsequent resubmission requires an additional “R” added after the invoice number (i.e. “RR”);

• The “final” designation should only be used when the contract is being closed out by OAGM. Do not use for the end of POP or Option Year;

• Contractor/Vendor must maintain active registration in SAM.gov. If your SAM account is about to expire, wait until it is updated before submitting your invoice; and,

• Banking or address changes must be submitted via email to CCRchanges@cms.hhs.gov.

c. INVOICE SUBMISSION: The contractor/vendor shall create an invoice from the Purchase Order (PO)/Contract via the IPP website http://www.ipp.gov/. For questions, call IPP Customer Support at (866) 973- 3131 or email the IPP Customer Support at IPPCustomerSupport@fiscal.treasury.gov. Only one PDF invoice per submission is allowed in IPP.

http://www.ipp.gov/ mailto:IPPCustomerSupport@fiscal.treasury.gov

d. PAYMENTS: The Government shall make payment of all proper invoices in accordance with the following clauses, as applicable and included in the respective TO/PO/contract:

• FAR 52.232-33 Payments by Electronic Funds Transfer – System for Award Management,

• FAR 52.232-1 Payments

• FAR 52.212-4 Contract Terms and Conditions – Commercial Items (If applicable)

• FAR 52.216-7 Allowable Cost and Payment

• FAR 52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts

Payment shall be made upon acceptance by the Contracting Officer’s Representative (COR)in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval, as appropriate.

Reimbursement for invoices submitted under this contract shall be made no later than 30 calendar days after receipt of a proper invoice from the Contractor requested at the paying office designated above. Contracts with a 15-day payment term are not subject to interest payments until after day 30.

e. INTEREST ON OVERDUE PAYMENT: The Prompt Payment Act, Public Law 97-177 (96 Stat.85.31 U.S.C. 1801) is applicable to payments under this contract and requires the payment of interest on payments made more than 30 calendar days after receipt of a proper invoice in IPP.

Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and 5 CFR 1315.

G.7 ACCOUNTING AND APPROPRIATION DATA

CLIN Requisition ACN Object Class Appropriation CAN Amount

TBD

Total Amount Obligated

G.8 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 simulated. Also, some data or information, which relate to policy matters under consideration by the Government, may also require special consideration with regard to the timing of its disclosure so that the open and vigorous debate, within the government, of possible policy options is not damaged.

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

d. Written advance notice of at least forty-five (45) days shall be provided to the Contracting Officer of the Contractor's desire to release findings of studies or research or data or information described above. If the Contractor disagrees with the Contracting Officer's determination, and if this disagreement cannot be settled by the Contractor and the Contracting Officer in a mutually satisfactory manner, then the issue will be settled pursuant to the "Disputes" clause.

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

f. The COR’s review shall cover accuracy, content, manner of presentation of the information, and also the protection of the privacy of individuals. If the review finds that the Privacy Act is or may be violated, the release/use of the presentation shall be denied until the offending material is removed or until the Contracting

Officer makes a formal determination, in writing, that the privacy of individuals is not being violated.

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

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

“The analyses upon which this publication is based were performed under Contract Number __________________, entitled ________________, sponsored by the Centers for Medicare & Medicaid Services, Department of Health & Human Services.”

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

G.9 GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (Nov 2024)

a. Contracting Officer

As defined in Federal Acquisition Regulation (FAR) 2.101, Definitions, and in accordance with FAR 1.602-1, Authority, “Contracting officers have authority to enter into, administer, and/or terminate contracts and make related determinations and findings.” There is no other authorized representative or any other Administrative Contracting Officer assigned to this contract to carry out a Contracting Officer’s duties, except for technical direction assigned to the Contracting Officer’s Representative, if applicable.

The Contracting Officer is Courtney Garnes.

Centers for Medicare & Medicaid Services Office of Acquisition & Grants Management (OAGM) Medicare Support Contracts Group (MSCG) Division of Fee for Service Contracts (DFSC) ATTN: Courtney Garnes 7500 Security Blvd.

Mail-stop: B3-30-03 Baltimore, MD 21244-1850

Phone: 410-786-7520 Email Address: courtney.garnes@cms.hhs.gov

b. Contract Specialist

Notwithstanding any of the other provisions of this Contract, the Contract Specialist will assist the Contracting Officer with his/her responsibilities as defined in the FAR.

The Contract Specialist is Winnie Tenekam

Centers for Medicare & Medicaid Services Office of Acquisition & Grants Management (OAGM) Medicare Support Contracts Group (MSCG) Division of Fee for Service Contracts (DFSC) ATTN: Winnie Tenekam 7500 Security Blvd.

Mail-stop: B2-15-01 Baltimore, MD 21244-1850

Phone: 667-414-0031 Email Address: winnie.tenekam@cms.hhs.gov

c. Contracting Officer’s Representative

The Contracting Officer’s Representative (COR), as defined in FAR 2.101, Definitions, is:

Centers for Medicare & Medicaid Services Provider Billing Group (PBG) Division of Professional Claims Processing (DPCP) ATTN: Christi Lewis Mail-stop: TBD Phone: 410-786-6900 Email Address: christi.lewis@cms.hhs.gov

In accordance with FAR 1.602-2(d), Responsibilities, the COR’s delegated responsibilities are identified in the Contracting Officer’s appointment memorandum, a copy of which will be furnished to the contractor.

mailto:courtney.garnes@cms.hhs.gov mailto:winnie.tenekam@cms.hhs.gov

The COR will serve as the primary liaison between the Contractor and the Contracting Officer and perform duties within the limitations of the COR’s responsibilities in accordance with FAR 1.602-2(d).

Technical direction must be within the general scope of the work stated in the contract.

The term "technical direction" is defined to include, without limitation, the following:

(1) Directions to the Contractor which direct 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 technical requirements as identified in the Statement of Work or Performance Work Statement; or

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

Technical direction within the scope of the contract, shall be “in writing” whenever possible and routed through the CO prior to release to the Contractor. If technical direction is verbally communicated, the COR must immediately confirm its direction in writing. Where doubt exists as to whether proposed technical direction is within or outside the scope of the contract, the CO shall be contacted.

If, in the opinion of the Contractor, any instruction or direction issued by a Government representative constitutes a change to the contract or constitutes a “Change Order” as defined in FAR 2.101, Definitions, the Contractor shall follow the instructions identified in FAR 52.243-7 Notification of Changes.

The COR “has no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract nor in any way direct the contractor or its subcontractors to operate in conflict with the contract terms and conditions.” See FAR 1.602-2(d)(5). The COR’s authority is not re-delegable and the COR may be personally liable for unauthorized acts in accordance with FAR 1.602- (d)(7)(iv) and (v). For example, the COR does not have the authority to:

1. Make changes to contract terms and conditions;

2. Direct the contractor to perform work or make deliveries not specifically required under the contract;

3. Waive or relax the Government’s rights with regard to the Contractor’s compliance with the specifications, price, delivery or any other terms or conditions of the contract;

4. Make any commitments or approve any actions that would create any financial obligation on the part of the Government; or

5. Issue direction that constitutes a “change” as defined in:

FAR 52.243-1, Changes – Fixed Price;

FAR 52.243-2, Changes – Cost-Reimbursement;

FAR 52.243-3, Changes –Time-and-Materials or Labor-Hours;

FAR 52.243-4, Changes; or, FAR 52.243-5, Changes and Changed Conditions.

In addition to the above responsibilities, the COR and/or Contractor shall immediately notify the Contracting Officer of any contractual concerns related to the following:

1. Personal Services: FAR 37.104(a) provides that, “[a] personal services contract is characterized by the employer-employee relationship it creates between the Government and the contractor’s personnel. The Government is normally required to obtain its employees by direct hire under competitive appointment or other procedures required by the civil service laws. Obtaining personal services by contract, rather than by direct hire, circumvents those laws unless Congress has specifically authorized acquisition of the services by contract.”

Under this contract, the services to be performed do not require the Contractor or the Contractor’s personnel to exercise personal judgement and discretion on behalf of the Government. Rather, the Contractor’s personnel will act and exercise personal judgement and discretion on behalf of the Contractor. The services to be performed under this contract are not for personal services as defined by FAR 37.104.

Both the Government and the Contractor have a responsibility to monitor contract activities. The CO must be notified immediately if at any time during contract performance the interaction between the Government representative and Contractor personnel constitutes or is perceived to constitute personal services. Both the Government and Contractor personnel must exercise caution to ensure that service contracts not personal in nature avoid even the appearance of a personal services contract.

2. Inherently Governmental Functions: The agency shall not use contractors for the performance of inherently governmental functions unless issued under statutory authority See FAR 7.5 Inherently Governmental Functions. As defined in FAR 2.101, “Inherently Governmental Function” means, as a matter of policy, a function that is so intimately related to the public interest as to mandate performance by Government employees. An inherently governmental function includes activities that require either the exercise of discretion in applying Government authority, or the making of value judgments in making decisions for the Government. Inherently governmental functions DO NOT normally include gathering information for or providing advice, opinions, recommendations, or ideas to Government officials.

FAR 7.503(c) provides a list of examples of functions considered to be inherently governmental functions or which shall be treated as such.

To this effect, during contract performance, care should be taken to ensure that any change or expansion in scope of the requirement does not include inherently governmental functions. Further, due to the nature of a given requirement, there is a potential for close working relationships to develop between Government and Contractor personnel; however, care should be taken to ensure that any familiarity established between the Government and Contractor personnel never promotes or fosters an environment that allows for the assignment of inherently governmental functions to contractor employee(s).

3. Unauthorized Commitments: In carrying out your duties, you are reminded that in accordance with FAR1.602-2(d)(5), the COR “[h]as no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract, or in any way direct the Contractor, or its Subcontractors, to operate in conflict with the contract terms and conditions.” Doing so constitutes an “unauthorized commitment.” The Contracting Officer is the only individual with the authority to enter into an agreement on behalf of the Government. An unauthorized commitment is defined as “an agreement that is not binding solely because the Government representative who made it lacked the authority to enter into that agreement on behalf of the Government.” FAR 1-602-3(a). Examples of unauthorized commitments include, but are not limited to, the following:

• Orders placed with a Contractor without a valid contractual instrument in place.

• Directing any Contractor to do additional work, in excess of the contract value, or work beyond the Period of Performance.

• Authorize new work to a contract without notifying the Contracting

Officer (CO) or Contract Specialist (CS) and having a modification in place for the new work.

• Directing the Contractor, in any way that could change the terms and conditions of the contractual instrument or be deemed outside the Scope of the Statement of Work.

Unauthorized commitments are a serious matter and may result in personal liability on the part of the employee who committed the unauthorized commitment. Ratification, is “the act of approving an unauthorized commitment by an official who has the authority to do so.” FAR 1.602-3(a).

G.10 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, https://www.acquisition.gov/far/part-1#FAR_1_602_2__d55e68 as necessary.

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

b. CPARS Process:

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

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

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

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

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

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

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

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

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 https://www.cpars.gov/ https://www.cpars.gov/ evaluation has not been closed, it will be marked as “Pending” in PPIRS-RC.

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

G.11 CONTRACTOR WORK PERFORMED OUTSIDE THE UNITED STATES

AND ITS TERRITORIES (Jan 2021)

To comply with requirements of Homeland Security Presidential Directive -12 (HSPD-

12) and Personal Identity Verification (PIV) of Federal Employees and Contractors, CMS must achieve appropriate security assurance for multiple CMS information systems by efficiently verifying the claimed identity of individuals working on the contract. The Contractor and its subcontractor(s) shall not perform any activities under this contract, including the transmission of data or other information, outside of the United States (U.S.) and its Territories without the prior written approval of the Contracting Officer. If work must be performed outside the U.S., the Contractor shall submit a request to the Contracting Officer, in writing, at least 45 calendar days prior to the work beginning.

The Contracting Officer will consider the following factors in making a decision whether to authorize the performance of work outside the U.S. and its Territories:

1. The necessity of the work to be performed outside the United States and its territories;

2. The Statement of Work under contract that will be performed outside the U.S. and its Territories;

3. Total projected dollar value of the work to be performed outside the U.S.;

4. Total projected number of labor hours and length of time to be performed for each individual employee working outside the U.S.;

5. The desired country/location where the work will be performed;

6. FAR Part 25, Foreign Acquisitions, and all other laws and regulations applicable to the performance of work outside the U.S.;

7. The contractor and/or its subcontractor(s) plans to adequately protect and secure

CMS data, as well as abide by all applicable laws and regulations when work is performed outside of the U.S. and its Territories. Plans shall include -

a. Adequate contract terms regarding system security;

b. Adequate contract terms regarding the confidentiality and privacy requirements for information and data protection;

c. Adequate contract terms that are otherwise relevant, including the requirements of the Statement of Work;

d. The Contractor’s corporate compliance plan and internal policies and procedures designed to prevent and detect violations of applicable law, regulations, rules and ethical standards by employees, agents and others;

and,

8. The necessity of Government Furnished Equipment (GFE) or Contractor Owned/Contractor Operated (COCO) devices to be used outside the U.S. and verification of a secure VPN access.

9. Compliance with Executive Order 13940 Aligning Federal Contracting and Hiring Practices With the Interests of American Workers. Determine if approval will reduce opportunities for the United States contractor workers performing in the United States and if this would cause any potential effects to national security.

10. Conformance with Section 889 “Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment”, of Public Law 115-232.

11. Determination that approval is in best interest of the Government.

The Contractor’s request for authorization to perform work outside the U.S. shall include supplemental information to demonstrate that the performance of the work outside the U.S. satisfies all of the above factors. Contracting Officer approval to perform work outside the U.S. may require additional Statement of Work requirements, additional contract terms and conditions and/or Federal Acquisition Regulation (FAR) clauses to be incorporated into the contract.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CONFLICT OF INTEREST (Aug 2024)

a. General: The contractor and the services provided under this contract shall be free, to the greatest extent possible, of all Organizational and Personal Conflicts of Interest. Consistent with these terms and conditions, all references to Organizational and/or Personal Conflicts of Interests will be referred to individually or collectively, as Conflicts of Interest (COI). Except as defined by these terms and conditions and in accordance with FAR 9.503, the Contracting Officer shall not maintain a contract with a contractor the Contracting Officer (CO) determines has, or has the potential for, an unresolved COI.

b. Definitions:

Actual COI– The COI is either currently in existence as determined by the contractor or CMS. This form of COI will require avoidance, neutralization or mitigation acceptable to CMS.

Affiliates – 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.

Apparent (Perceived) COI – The COI on first observation appears to be an actual or potential COI, but may or may not be after analysis.

Avoidance – To prevent the occurrence of a COI through actions such as exclusion of sources or modification of requirements. Avoidance precludes the conflict.

Contractor – The term contractor is used synonymously with offeror.

Financial Interests/Relationships – A direct or indirect ownership or investment interest (including a stock 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

Mitigation – To reduce the effects of a COI to an acceptable level of risk so that the Government’s interest with regard to fair competition and/or contract performance are not impaired. The conflict remains but action was taken that minimizes the impact of the conflict to an acceptable level of risk.

Mitigation Plan – The contractor’s written approach to mitigating a COI as documented in J.3 Section B.

Neutralization – To counteract, through a specific action, the effects of potential or actual COI. The conflict remains, but the impact of the conflict has been negated.

Organizational Conflict of Interest – Occurs when 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.

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.

Potential COI – A future situation or circumstance that would create a conflict of interest.

Three (3) Types of COIs include:

Conflict Types Definitions

Biased Ground Rules Consists of situations where a contractor and/or its affiliate(s), 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 entity could skew the competition, whether intentionally or not, in favor of itself and/or its affiliates.

Conflict Types Definitions Impaired Objectivity Consists of situations where a contractor and/or its affiliate(s) has an interest (typically financial) that may conflict with the interest of the Government to whom the contractor has a contractual obligation, and where the entity’s work under the Government contract could give the contractor the opportunity to benefit its other business interests. If the entity is providing recommendations, judgment or advice, and its other business interests could be affected by that recommendation, judgment or advice, its objectivity may be impaired. An example is where the entity was evaluating itself or evaluating 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 where a contractor and/or its affiliate(s) 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 entity 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 contractor and/or its affiliates 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:

1. Nature of Conflict: Although not all inclusive, the following are considered to be an actual potential or apparent COI with the work to be performed under this contract. The contractor shall promptly notify the CO if it is an entity, or affiliated with an entity, where any of the following circumstances exist:

(a) Biased Ground rules, impaired objectivity or unequal access to information as explained in the definitions above and/or;

(b) Within the three types of conflicts of interest, the CO has identified the following specific circumstances of conflicts:

N/A.

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

N/A.

d. Conflict of Interest Oversight and Mitigation Plan:

1. Conflict of Interest Oversight Program: The contractor shall maintain an effective COI Oversight Program throughout the performance of the contract which includes procedures to monitor and disclose all Organizational and Personal Conflicts of Interest. A COI oversight program should include the monitoring of personal conflicts of interest such as, but not limited to:

a) Key Personnel (as defined in HHSAR 352.237-75 Key Personnel) and managers who would be, or are involved with, the performance of this contract;

b) Governing Body Members (e.g., Board of Directors; Trustees); and

c) Principals of the organization as defined by FAR 52.203-13, Contractor

Code of Business Ethics and Conduct.

2. Mitigation Plan: At any time during the performance of the contract if an actual, potential, or apparent COI is identified whether by the CO, the contractor or otherwise, the contractor shall submit a mitigation plan (J.3 Contractor/Offeror COI Submission Template) within 30 days unless otherwise specified by the CO. It is the contractor’s responsibility under the terms and conditions to provide timely notification to the CO those COIs that are self-identified. The CO will notify the contractor regarding the specifics for submission. The Government will review the submission at which time a determination will be made whether a COI has been satisfactorily mitigated or if further action is necessary and will notify the contractor accordingly. In cases where a COI cannot be, or has not been, mitigated to the Government’s satisfaction, the Government may take the following actions (this list is not all inclusive):

a) Request a waiver in accordance with FAR 9.503 waiver, from the

Head of the Contracting Activity;

b) Make changes to the requirements of the contract;

c) Require a subcontractor change (if the conflict lies with the subcontractor); and/or

d) Terminate the contract in whole or in part.

Subcontractor Flow-Down Terms and Conditions: The prime contractor is responsible for avoiding, neutralizing and mitigating all actual, potential, or apparent COIs of its subcontractors, in accordance with these terms and conditions. Therefore, the prime contractor shall flow-down terms and conditions H.1 Conflict of Interest and Compliance, of this contract in all subcontracts. For subcontractors, wherever the term “contractor” is used, insert “subcontractor.”

H.2 SECTION 508 - ELECTRONIC AND INFORMATION TECHNOLOGY

ACCESSIBILITY (SEPT 2019)

(a) This contract is subject to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended by the workforce Investment Act of 1998 (P.L. 105- 220). Specifically, subsection 508(a)(1) requires that when the Federal Government procures Information and Communications Technology (ICT), the ICT must allow Federal employees and individuals of the public with disabilities comparable access to and use of information and data that is provided to Federal employees and individuals of the public without disabilities.

(b) The ICT accessibility standards at 36 CFR Part 1194 were developed by the Architectural and Transportation Barriers Compliance Board ("Access Board") and apply to contracts and task/delivery orders, awarded under indefinite quantity contracts on or after June 25, 2001.

(c) Each ICT product or service furnished under this contract shall comply with the Electronic and Information Technology Accessibility Standards (36 CFR 1194), as specified in the contract, as a minimum. If the Contracting Officer determines any furnished product or service is not in compliance with the contract, the Contracting Officer will promptly inform the Contractor in writing. The Contractor shall, without charge to the Government, repair or replace the non-compliant products or services within the period of time to be specified by the Government in writing. If such repair or replacement is not completed within the time specified, the Government shall have the following recourses:

1. Cancellation of the contract, delivery or task order, purchase or line item without termination liabilities; or

2. If a contractor is developing a custom ICT for the Government, all necessary changes made or repairs performed by itself or by another firm for the noncompliant ICT, the contractor shall be liable for reimbursement to the Government for any expenses incurred thereby.

(d) The contractor must ensure that all ICT products that are less than fully compliant with the accessibility standards are provided pursuant to extensive market research and are the most current compliant products or services available to satisfy the contract requirements.

(e) For every ICT product or service submitted under this contract that does not comply with 36 CFR 1194, the contractor shall, at the discretion of the Government, make every effort to replace or upgrade it with a compliant equivalent product or service, if commercially available and cost neutral, on either a contract specified refresh cycle for the product or service, or on a contract effective option/renewal date; whichever shall occur first.

Section 508 Compliance

The contractor shall comply with the standards, policies, and procedures below. In the event of conflicts between the referenced documents and the SOW (PWS or SOO) the SOW (PWS or SOO) shall take precedence.

Rehabilitation Act, Section 508 Accessibility Standards

1. 29 U.S.C. 794d (Rehabilitation Act as amended)

2. 36 CFR 1194

3. The Revised 508 Standards, 36 C.F.R. § 1194.1 & Apps. A, C & D

4. FAR 39.2 (Section 508)

5. CMS Standards, policies and procedures (Section 508)

6. Department of Health and Human Services Section 508 policies and standards

A. Customized Information Communication Technology (ICT)

The contractor shall have already provided prior to contract award an accessibility conformance report (ACR) as a completed voluntary product accessibility template (VPAT) addressing the revised 508 standards describing how the item(s) fully address the accessibility requirements outlined in the solicitation. The VPAT has a description of the evaluation methods the contractor will use to validate for conformance to the Revised 508 Standards. Each accessibility requirement must be fully addressed prior to contract award.

For customized ICT or developed in-house ICT, a description of training on how to use the accessibility features of the ICT product and services, as well as any associated training costs shall be included in the contractor’s proposal.

B. Customized Commercial Off-The-Shelf (COTS)/Government-Off-The-Shelf

(GOTS)

https://www.gpo.gov/fdsys/pkg/USCODE-2011-title29/html/USCODE-2011-title29-chap16-subchapV-sec794d.htm https://www.ecfr.gov/cgi-bin/text-idx?SID=f07664a99c7af97f5baf418ff6f5e585&mc=true&node=pt36.3.1194&rgn=div5 https://www.gpo.gov/fdsys/pkg/CFR-2017-title36-vol3/pdf/CFR-2017-title36-vol3-part1194.pdf http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/39.htm#P58_10164 http://www.cms.gov/Research-Statistics-Data-and-Systems/CMS-Information-Technology/Section508/Section_508_policies_procedures.html http://www.hhs.gov/web/508

The contractor shall have already provided an accessibility conformance report (ACR) as a completed voluntary product accessibility template (VPAT) addressing the revised 508 standards describing how the item(s) has fully addressed the accessibility requirements outlined in the solicitation. The VPAT must have a description of the evaluation methods the contractor has used to validate for conformance to the Revised 508 Standards. Each accessibility requirement must be fully addressed prior to contract award.

The contractor shall demonstrate, via the VPAT, that the COTS items can be configured or modified to meet contract requirements.