RFP Sections A-M 75R60222R00001 CAF 20211022.pdf

SECTION A – STANDARD FORM (SF) 33

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SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Purpose of Contract

The purpose of this requirement is to process and distribute reimbursement to health care providers for COVID-19 vaccine administration fees and COVID testing on behalf of individuals with a health plan that does not include COVID-19 vaccination administration or COVID testing as a covered benefit or covers these with cost sharing.

B.2 Consideration and Payment

This is a Firm Fixed Price (FFP) contract. In consideration for satisfactory performance of the services outlined in the Performance Work Statement located at Section J (Attachment A), the following payment schedule will be utilized.

CLIN Description Quantity Unit of

Issue

Unit

Price

Totals

Base Period

0001 Management and

Administration Fees

12 Month

0002 Submitted Claim

Processing Fee

1,000,000 Each

0003 Paid Claim Processing

Fee

800,000 Each

0004 Optional Task 1 –

Administration and

Management for

Testing Claims

12 Month

0005 Optional Task 2 –

Processing Billed

Testing Claims

10,000,000 Each

0006 Optional Task 3 –

Processing Paid

Testing Claims

9,000,000 Each

Option Period One

0007 Management and

Administration Fees

12 Month

0008 Submitted Claim

Processing Fee

1,000,000 Each

0009 Paid Claim Processing

Fee

800,000

0010 Optional Task 1 –

Administration and

Management for

Testing Claims

12 Month

0011 Optional Task 2 –

Processing Billed

Testing Claims

10,000,000 Each

0012 Optional Task 3 –

Processing Paid

Testing Claims

9,000,000 Each

Option Period Two

0013 Management and

Administration Fees

0014 Submitted Claim

Processing Fee

1,000,000

0015 Paid Claim Processing

Fee

800,000 Month

0016 Optional Task 1 –

Administration and

Management for

Testing Claims

12 Each

0017 Optional Task 2 –

Processing Billed

Testing Claims

10,000,000

0018 Optional Task 3 –

Processing Paid

Testing Claims

9,000,000 Month

Total Contract Value:

B.2.1 Allowable Costs

Costs shall be determined by the Contracting Officer to be allowable in accordance with FAR

Subpart 31 in effect on the date of this Contract and the terms of this Contract.

B.2.2 Prior Authorization of Certain Direct Costs

1. Requirements for purchase orders and subcontracts are governed by FAR 52.244-2, Subcontracts (JUN 2020) of the General Provisions except as may be indicated herein.

2. The Contractor shall not incur any of the following costs without the prior written approval of the Contracting Officer. Incurrence of such costs with the intent of claiming reimbursement as direct costs under this contract shall be at the Contractor’s own risk:

a. Purchase of any item of equipment, including furniture or office equipment, regardless of cost;

b. Any rental agreement for real or personal property, or any term contract for maintenance;

c. Travel for general scientific meetings; and

d. Rearrangement, alternation or relocation of facilities.

SECTION C – DESCRIPTION/SPECIFICATIONS/ STATEMENT OF WORK

C.1 Performance Work Statement

Independently and not as an agent of the Government, the Contractor shall furnish all personnel, material, facilities, services, and equipment as needed to perform the Performance Work

Statement located at Section J (Attachment A), attached hereto and made part of this document.

SECTION D – PACKAGING AND MARKING

D.1 Packaging and Marking

All reports and documents shall have, at a minimum, in the document header, the contract number, and the Contracting Officer Representative (COR) name. All reports and documents shall have, at a minimum in the document footer, the author in the lower left corner, the page # of total # of pages in the center bottom of the page, and the date and /or version of the document

(not the auto date) in the lower right corner.

The Contractor shall deliver all items at the time indicated in the Deliverables Schedule.

All deliverable reports are to carry at the top of the first page the following information:

Contract number

Deliverable item number

Deliverable item delivery due date

Date of submission

SECTION E – INSPECTION AND ACCEPTANCE

E.1 Inspection and Acceptance

The Contracting Officer’s Representative (COR), as a duly authorized representative of the

Contracting Officer, shall assume the responsibilities for monitoring the Contractor’s performance, evaluating the quality of services provided by the Contractor and performing final inspection and acceptance of all deliverables.

E.2 Inspection

FAR 52.246-4 Inspection of Services – Fixed-Price (Aug 1996)

(a) Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the

Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the

Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The

Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may –

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the

Government may –

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

E.3 Quality Assurance Surveillance Plan (QASP)

The Government will monitor the Contractor’s performance under this contract in accordance with the QASP. The following is a sample Quality Assurance Surveillance Plan (QASP):

Task

Area

Evaluation

Measure

Performance

Standard/Acceptable Quality

Level (AQL)

Method

Used Frequency

SECTION F – DELIVERIES OR PERFORMANCE

F.1 Period of Performance

The period of performance will be for one (1) 12 month base period with two (2) 12 month option periods. The option periods under this contract may be exercised in accordance with FAR

52.217-9, Option to Extend the Term of the Contract (MAR 2000).

F.2 Place of Performance

Work shall be performed under this contract off-site, primarily at the contractor’s facilities, which includes work performed by staff that telecommute.

F.3 Observance of Federal Holidays*

New Year’s Day January 1st

Martin Luther King, Jr. Birthday Third Monday in January

Washington’s Birthday Third Monday in February

Memorial Day Last Monday in May

Juneteenth June 19th

Independence Day July 4th

Labor Day First Monday in September

Columbus Day Second Monday in October

Veteran’s Day November 11th

Thanksgiving Day Fourth Thursdays in November

Christmas Day December 25th

Inauguration Day Every fourth year after 1965, January 20th, Washington, DC

* When a legal federal holiday falls on a Saturday, it is usually observed on the preceding

Friday. When the holiday falls on a Sunday, it is usually observed on the following Monday.

No on-site services shall be performed, nor shall HRSA reimburse a contractor for work performed on Federal legal holidays, holidays set forth by Presidential Executive Order and any other Government closures, including closures for inclement weather, unless otherwise provided for in the terms of the contract. The contractor may not bill for hours not worked.

F.4 Schedule of Deliverables

The contractor shall ensure all products and services delivered under this contract are compliant with HHS Section 508 requirements in accordance with the Health and Human Services

Acquisition Regulation (HHSAR). These Section 508 Standards were issued by the United States

Access Board (https://www.access-board.gov/) and published in the Federal Register, on January

18, 2017, as the final rule (https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule). The final rule updates the

Section 508 Standard along with accessibility guidelines for telecommunication products and equipment covered by section 255 of the Communications Act.

The Section 508 Standards applicable to this contract are:

Section 508 Standards and Guidelines (https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines)

Web Content Accessibility Guidelines (WCAG) 2.0

Success Criteria, Level A and AA

Chapter 3: Functional Performance Criteria (FPC)

Chapter 4: Hardware (If Applicable)

Chapter 5: Software

Chapter 6: Support Documentation and Services

Section 508 requires that all external public facing content and non-public facing official agency communications be accessible. Regardless of format, all digital content or communications materials produced as deliverables under this contract must conform to applicable Section 508 standards to allow federal employees and members of the public with disabilities to access information that is com parable to information provided to persons without disabilities.

The Contractor shall complete and submit the applicable ** *HHS Section 508

Accessibility Compliance Checklist* per document deliverable. The checklist will serve as an artifact declaration of the document deliverable's compliance. Remediation of any materials that do not comply with the applicable requirements as set forth below shall be the contractor's responsibility.

HHS guidance and checklists regarding accessibility of documents can be found at [*https://www.hhs.gov/web/section-508/accessibility-checklists/index.html*].

The HHS Section 508 Product Assessment Template (PAT) that is referenced above in

352.239-73 Electronic Information and Technology Accessibility Notice, Paragraph (c), has been replaced with the Voluntary Product Accessibility Template Version (VPAT) 2.1 or later, and ** is considered to meet HHS PAT requirement. The new form can be downloaded from https://www.itic.org/policy/accessibility/vpat.

NOTE: ICT vs. EIT

Procurement documentation from HHS or other agencies may contain references to "EIT"

(Electronic and Information Technology) and "ICT" (Information and Communications

Technology). HHS considers these terms to be interchangeable, and "EIT" should always be interpreted to be "ICT" in any HHS procurement.

Item Description Quantity Due Date Format Submit To https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.itic.org/policy/accessibility/vpat

Records Management

Documentation on Maintaining

Federal Records to Include

Records Management Schedule and Disposition Plan. 1

Within Thirty

(30) Days After

Award.

Electronic

Format Email to COR.

Records Management Training.

Provide Records Management training completion certificates.

As

Needed

Within 7 days after contract award and upon new staff onboarding.

Electronic

Format Email to COR.

Program and Project Management

Plan. 1

Within Thirty

(30) Days After

Award

Electronic

Format Email to COR

4 Kickoff Meeting Agenda. 1

One (1) Day

Prior To

Kickoff

Meeting.

Electronic

Format Email to COR.

5 Kickoff Meeting Minutes. 1

One (1) Week

After Kickoff

Meeting.

Electronic

Format Email to COR.

6 COR update meeting agendas. 104

Two (2) Times

A Week

Electronic

Format Email to COR

7 COR update meeting minutes 104

Two (2) Times

A week

Electronic

Format Email to COR

8 Monthly Status Reports. 12 Monthly

Electronic

Format Email to COR

9 Weekly Reports. 52

Each

Wednesday by

6PM EST,

Electronic

Format Email to COR

Daily Executive Email with cumulative metrics. 262

Daily

(weekdays)

Electronic

Format Email to COR

11 Daily Financial Report. 262

Daily

(weekdays)

Electronic

Format

Email to COR and the Chief, Budget

Execution and

Management

Branch

12 Final Report. 1

Thirty (30)

Days Prior to the End of the

Period of

Performance

Electronic

Format Email to COR

13 Risk Management Plan. 1

Within Fifteen

(15) Days After

Award of

Contract

Electronic

Format Email to COR

Claims Reimbursement

Workflow. 1

Within Fifteen

(15) Days After

Award of

Contract

Electronic

Format Email to COR

15 Website Content. 1

Within Fifteen

(15) days After

Award of

Contract and as

Requested

Electronic

Format COR

Stakeholder Outreach Materials.

Educational toolkit (1)

Provider Fact sheet (1)

Clearinghouse Fact sheet (1)

Additional Fact Sheets or technical assistance documents (2)

Bi-monthly beginning within thirty

(30) days after award of contract

Electronic

Format COR

17 Social Media Plan. 1

Within Thirty

(30) Days After

Award of

Contract.

Electronic

Format Email to COR

Data Reports Within Federal

Government. As Requested

Electronic

Format Email to COR

Urgent Data Reports Within

Federal Government. As Requested

Electronic

Format Email to COR

Routine Data Reports Outside

Federal Government. 36

Up to 3 Each

Month

Electronic

Format Email to COR

Routine Data Reports Outside

Federal Government Tracking

Report. 4 Quarterly

Electronic

Format Email to COR

22 Provider Portal Data Reports. 12 Monthly

Electronic

Format

Email via secure e-mail in box (CDO)

23 Encrypted Approved Claims File. 52 Weekly

Electronic

Format

Email to

HRSA Chief

Data Officer

(CDO)

24 Claims Verification Process. 1

Within 5 Days of After Award of Contract

Electronic

Format Email to COR

Record of Claims Reimbursement for Vaccine Administration and

Testing Fees. 24

Two (2) Times a Month

Electronic

Format Email to COR

26 Reimbursement Submissions. 262

Daily

(weekdays)

Electronic

Format

Email to COR and HRSA

Office of

Budget and

Finance

Reimbursement Return Payments

- Process Report. 1

Within Fifteen

(15) Days After

Award of

Contract

Electronic

Format Email to COR

Approved Bank Account Monthly

Utilization Reports. 12 Monthly

Electronic

Format Email to COR

HHS/HRSA Form to Establish A

Vendor Account. 1

Within Five (5)

Days After

Award of

Contract

Electronic

Format

Email to

HRSA’s OBF and PSC

Submit a final claims reimbursement reconciliation report and return any unobligated funds. 1

Within Two (2)

Weeks of

Contract

Closeout

Electronic

Format Email to COR

Financial Management and

Reporting Documentation. 1 Annually

Electronic

Format

Email to COR and Director, Division of

Financial

Policy and

Analysis

Daily Extract of Financial Data

Report. 262

Daily

(weekdays)

Electronic

Format

Email to COR and Director, Division of

Financial

Policy and

Analysis

33 Daily Incremental Extract File. 262

Daily

(weekdays)

Electronic

Format

Email to COR and Director, Division of

Financial

Policy and

Analysis

Specifics of the file structure, data elements, data dictionary. 1

Kickoff

Meeting

Electronic

Format

Email to COR and Director, Division of

Financial

Policy and

Analysis

Claims Reimbursement File formats. 1

Prior to Kickoff

Meeting

Electronic

Format

Email to COR and Director, Division of

Financial

Policy and

Analysis

Claims Reimbursement Files, returned funds. Reports. 1

COR and

Director, Division of

Financial

Policy and

Analysis

37 Reimbursement Requests. 262 Daily/weekdays

Electronic

Format Email to COR

Process to identify and offset an overpayment to a provider. 1

Within Five (5)

Days After

Award of

Contract

Electronic

Format Email to COR

39 Funds Exhausted Submissions.

When Funding is Exhausted

Electronic

Format Email to COR

FPLP Withholding to Payments

Submissions. Annually

Electronic

Format

Email to

Treasury

41 IRS 1099-MISC forms

Annually for all payees

Electronic

Format Email to payee

Internal Escalation and Issue

Tracking Submissions. 1

Within 30 days of EDOC

Log of All Reports and Data

Requests. 12 Monthly

Electronic

Format Email to COR

Contractor Non-Disclosure

Agreements. 1

Prior To

Contractor

Performance

Electronic

Format Email to COR

45 Roster. As Required

Electronic

Format Email to COR

46 Incident Response. As Required

Electronic

Format

Email to

HRSA

Security

Operations

(SOC), CO,

COR, HRSA

SOP (or His or

Her Designee) and Other

Stakeholders

IT Required Reporting and

Continuous Monitoring:

a. Operating system, database, Web application, and network vulnerability scan results;

b. Updated POA&Ms;

c. Any updated authorization package documentation as required by the annual attestation / assessment / review or as requested by the HRSA System

Owner or AO; and,

d. Any configuration changes to the system and/or system components or CSP’s cloud environment that may impact

HHS/HRSA’s security posture.

Changes to the configuration of the system, its components, or environment that may impact the security posture of the system under this contract must be approved by the agency. 12 Monthly

Electronic

Format Email to COR

48 Transition Out Plan. 1

120 Days Prior to the End of

Contract

Performance

Electronic

Format Email to COR

Develop a stakeholder management plan 1

120 Days Prior to the End of

Contract

Performance

Electronic

Format Email to COR

Contractor will provide required

EPLC deliverables for contract.

See Table 1. 22

5 Business days before the scheduled gate review.

Contractor will provide required deliverables for contract threshold in accordance to the HRSA CPIC

Policy. 12

By the 5th business day of each month.

F.5 Reporting Requirements and Deliverables

The Contractor shall submit the items in quantities and during the time periods indicated above to the following address or electronically as mutually agreed:

Health Resources and Services Administration

5600 Fishers Lane

Rockville, MD. 20857

The Contractor shall submit each deliverable items individually per the deliverable schedule.

F.6 Stop Work or Delay of Work

52.242-15 Stop-Work Order (Aug 1989)

52.242-15 Stop-Work Order (APR 1984)

52.242-17 Government Delay of Work (APR 1984)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Designation of Contracting Officer Representative (COR)

The person identified below is hereby designated as the Contracting Officer Representative

(COR) for this contract. The responsibility of the COR is to assist in the technical monitoring and administration of the contract. To this end, the COR may provide technical direction to the contractor as described in Sections G.2 and G.3.

[To Be Determined at time of award]

[Name]

[Office/Division]

[Address]

[Email Address]

[Phone Number]

[Fax Number]

G.2 Contracting Officer’s Representative’s Authority

Technical Direction – The COR is authorized to provide the contractor with information, direction, and coordination within the confines of the contractual work description.

This includes providing technical direction to the Contractor to guide the contract effort in order to accomplish the contractual performance work statement. This may include the interpretation of specifications or technical portions of the work description, and where required by the contract, review and approval of product deliverables of the Contractor to the Government under the contract.

G.3 Restrictions on the Contracting Officer’s Representative’s Authority

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.

The COR is not authorized to provide technical direction outside the parameters of the performance work statement as stated in the Contract.

The COR may not issue any direction to the Contractor that:

1. Solicits a proposal, or

2. Constitutes an assignment of additional work outside the performance work statement of this Contract, or

3. In any manner causes an increase in the total contract cost or the time required for contract performance, or

4. Changes any of the express terms, conditions, or specifications of the Contract (e.g., changes in the price or scope of work, instructions to start or stop work, approval of any actions that will result in additional charges to the government).

If the contractor is unclear whether a technical direction is within the parameters of the performance work statement, then the contractor must contact the Contracting Officer, who is the only individual authorized to determine whether a technical direction is within the parameters of the performance work statement.

G.4 Key Personnel

Pursuant to the Key Personnel clause (HHSAR 352.242-70) referenced in Section I of this contract, the following individual(s) is (are) designated as Key Personnel and considered to be essential to the work being performed under this contract:

[To Be Determined at time of award]

The person identified as the Program Manager shall direct the necessary work and services toward fulfillment of the contractual requirements. Prior to removing, replacing, or diverting the specified individual(s), the Contractor shall notify the Contracting Officer in writing and reasonably in advance, and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract. No diversion shall be made by the Contractor without the written consent of the Contracting Officer, provided that the

Contracting Officer may ratify in writing changes made due to events beyond the control of the

Contractor, and such ratification shall constitute the consent of the Contracting Officer required by this clause. Examples of events beyond the control of the Contractor are: (1) prolonged sickness, (2) termination of employment, and (3) death. Key personnel, with the consent of the

Contracting Officer, may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

G.5 Staffing Requirements

The general responsibilities of all contract personnel are as follows:

1. Consistently exhibit teamwork and provides best value for customers by improving the quality of customer interaction and communication, and internally improving communication to increase the quality and value of service provided.

2. Demonstrate proactive behavior, provides timely responsiveness, and exhibits a sense of ownership and commitment in all dealings.

3. Consistently perform timely follow through to ensure quality completion of customer actions. Actively engages in customer partnering sessions and lessons learned sessions.

On a regular basis, shows initiative in problem identification and resolution.

4. Maintain the integrity and security of federally-owned property, including equipment, supplies, and information technology related hardware, software and data.

5. Effectively plan, organize, and prioritize work to accommodate agreed to dates/timelines as noted in the task order, and produce clear and effective results of acceptable quality.

6. Refer new or unusual circumstances in a timely manner to the COR for guidance.

G.6 Electronic Funds Transfer

The Contractor shall designate a financial institution for receipt of electronic funds transfer payments. Contractors are encouraged to periodically review their file for accuracy and are required to re-reregister before their expiration date, which is the same date as their CCR expiration date. SAM will notify users by e-mail that their file is due to expire beginning 60 days prior to expiration, then 30 days and finally 15 days before expiration.

G.7 Evaluation of Contractor’s Performance

Interim and final evaluation of Contractor performance (including options) on this contract shall be conducted in accordance with FAR Subpart 42.15 and HHSAR 342.7001(d) and entered into the Contractors Performance Assessment Reporting System (CPARS) (located at Section J

(Attachment B).

The Government will conduct an evaluation of Contractor’s performance based on the completion of the tasks stated in the PWS. HRSA documents contractor performance using the

Contractor Performance Assessment Rating System (CPARS) (www.cpars.gov). The evaluation shall be conducted by the COR and be comprised of an evaluation of contractor performance completed by the Contractor and Federal staff, and a review of progress reports and financial reports.

G.8 Billing Instructions

Located at Section J (Attachment C).

G.9 Subcontracting Plan Provisions (Applies to Large Businesses)

1. Small Business and Small Disadvantaged Business Subcontracting Plan

a. The Small Business and Small Disadvantaged Business Subcontracting Plan, dated is attached hereto and made a part of this contract.

b. The failure of any contractor or subcontractor to comply in good faith with the Clause entitled "Utilization of Small Business Concerns and Small Disadvantaged Business

Concerns" incorporated in this contract and the attached Subcontracting Plan, will be a material breach of such Contract or Subcontract.

2. Small Disadvantaged Business (SDB) Participation Plan

a. The Small Disadvantaged Business (SDB) Participation Plan, dated [Insert Date] is attached hereto and made a part of this contract.

b. In compliance with FAR 52.219-25, Small Disadvantaged Business Participation

Program – Disadvantaged Status and Reporting, if this contract contains SDB participation targets, the Contractor shall report on the participation of SDB concerns.

Reporting shall be on Optional Form 312, Small Disadvantaged Business

Participation Report, or in the Contractor’s own format providing the same information and shall be submitted on an annual basis and upon completion of the contract. In no event shall the targets identified in the attached SDB Participation Plan be revised without the prior written authorization of the Contracting Officer.

c. The failure of any Contractor or subcontractor to comply in good faith with FAR

Clause 52.219 25, entitled "Small Disadvantaged Business Participation Program --

Disadvantaged Status and Reporting" incorporated in this contract and the attached

SDB Participation Plan, will be a material breach of such contract or subcontract and subject to the remedies reserved to the Government under FAR Clause 52.219-16 entitled, "Liquidated Damages-Subcontracting Plan."

3. Subcontracting Reports

a. The Contractor shall submit the Individual Subcontract Report and the Summary

Subcontract Report using the web-based Electronic Subcontracting Reporting System

(eSRS at http://www.esrs.gov) following the instructions in eSRS as supplemented by agency regulations;

1) Ensure that its subcontractors with subcontracting plans agree to submit the

Individual Subcontract Report and/or the Summary Subcontract Report using eSRS;

2) Provide the prime contract number, the order number, if applicable, and the prime contractor’s DUNS number to all first-tier subcontractors with subcontracting plans so they can enter this information into eSRS with their reports; and

3) Ensure that all subcontractors with subcontracting plans under the flow-down requirements of subparagraph (a)(9) above, at every tier, provide the prime contract number, the order number, if applicable and their own DUNS number to all of their subcontractors with subcontracting plans.

b. Regardless of the effective date of this contract, the report shall be submitted on the following dates for the entire life of this contract:

April 25th and October 25th.

G.10 Limitation on Subcontracting (Applies to Small Businesses)

FAR 52.219-14 Limitations of Subcontracting (MAR 2020) is applicable to this contract and stated below in full text:

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for –

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from regular dealer in such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Food

Food (including but not limited to meals, light refreshments, and beverages) is not to be provided and is an unallowable cost.

H.2 Equipment

The Contractor shall not use federal funding available through this contract for costs incurred for services or equipment which are reimbursable as part of another government contract. The federal funding available through this contract shall not be used to reimburse the contractor for the purchase of computer hardware and/or software without prior Contracting Officer approval.

H.3 Confidentiality Agreement Requirement

The Contractor shall implement a confidentiality agreement related to all data provided by the

Government staff. All Contractor staff that work with the Federal Government and are provided information and access to databases shall sign such an agreement and a copy of the signed agreement for each relevant staff member shall be submitted to the COR prior to receipt of relevant documents.

H.4 Travel Reimbursement

Any travel reimbursement under this contract shall be performed in accordance with Federal

Travel Regulations.

H.5 Prohibition Against Personal Services

The Contractor shall not perform personal services as defined under FAR 2.101 under this contract. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time the Contractor believes that any Government action or communication has been given that would create a personal service relationship between the Government and any Contractor employee, the contractor shall promptly notify the Contracting Officer of this communication or action. The Contractor shall not perform any inherently governmental functions under this contract. No Contractor employee shall represent or give the appearance that he/she is a

Government employee, agent or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this contract understand and are committed to following these requirements.

H.6 Equal Employment Opportunity Posters

In order to comply with the notice posting requirements of FAR clause 52.222-26 Equal

Opportunity as incorporated into the contract, the contractor shall obtain the posters from the following link: https://www.eeoc.gov/employers/eeo-law-poster.

H.8 Organizational Conflict of Interest

General: The Contractor shall have programs in place to identify, report, and mitigate actual and potential conflicts of interest for itself, its employees, subcontractors and consultants. The existence of such programs and the disclosure of known actual or potential conflicts are material performance requirements of this contract.

Disclosure: The Contractor shall report all actual and potential conflicts of interest pertaining to this contract to the Contracting Officer, including those that would be caused by a contemplated modification to this contact or another contract. Such reports shall be in writing (including by email). Upon request, the Contractor shall respond to a Contracting Officer's request for an OCI mitigation plan.

Resolution: In the event the Contracting Officer determines that a conflict of interest exists, based on disclosure from the Contractor or from other sources, the Contracting Officer shall take action which may include requesting a mitigation plan from the Contractor, terminating part or all of the contract, modifying the contract or obtaining a waiver in accordance with applicable law, including FAR 9.503 as applicable.

H.9 Government Ownership and Control of Contract-Related Data

All data furnished by the Government to the Contractor under this contract is deemed to be furnished to the Contractor under this contract by or on behalf of the Government under FAR

52.227-17, Rights in Data-Special Works, which is hereby incorporated by reference in this contract, solely with respect to such data.

For the avoidance of doubt, the Parties agree that all information previously held by the

Contractor related to providers and all provider-related information that Contractor obtains outside of this contract, including through enrollment in the Optum Pay system, (collectively, "contractor's previously held information") may continue to be used by the Contractor in the normal course of its operations and that any data collected from providers that was not previously held by the Contractor or that was obtained outside of this contract shall be subject to the terms of the CARES Provider Relief Fund (PRF) Website Privacy Policy, Terms of Use and the Optum Pay Enrollment Agreement (collectively "Terms") and may be used by the contractor as permitted by the Terms (https://cares.linkhealth.com/#/ms), and that any data provided by the

Government in the performance of this contract shall not be used for any other purposes than the performance of this contract. For the purposes of this clause, all data furnished by the

Government refers to payment files sent to the Contractor by the Government. Payment files sent to the contractor by the Government include the following information: TIN, Telephone Number, Email address, Line 1 Street Address, Line 2 Street Address, City Name, State code, ZIP code, COVID Payment, Company Name, Tax Payer ID, Provider Name, Bank Account Number, Routing Number.

The contractor’s previously held information includes:

*Provider demographic and bank account information captured by Contractor from providers enrolled in Optum Pay including bank routing and account numbers used to effectuate electronic funds transfers.

*All provider information held by Contractor relating to its provider networks or claims systems.

*The Contractor’s previously held information is considered proprietary to the contractor and will not be delivered to, used by or released to the Government under this contract.

For the avoidance of doubt, the Parties further agree that none of Contractor's systems or processes, including its payment processing and adjudication systems, will be delivered to the

Government during the performance of this Contract, and that the Government has no right, title or interest in or to such payment processing and adjudication systems and processes.

H.10 Expectation of Confidentiality on all Submitted Data

Except to the extent such information has already been publicly disclosed, the Government's expectation is that all information in possession of Contractor that was submitted by providers as part of the CARES Provider Relief Fund (PRF) Application and Attestation Portal (“PRF

Attestation and Payment Data”) or provided to the Contractor by the Government during performance of this contract to direct contractor payments to eligible providers, as determined by the Government, will be kept confidential and not released to any third party unless required by a valid court order or otherwise required by law. Furthermore, upon completion of the contract, except as prohibited by law, the contractor is to provide the Government all the PRF Attestation and Payment Data used and collected during the performance of the contract. For the avoidance of doubt, PRF Attestation and Payment Data does not include any of contractor's previously held information or PRF application data because PRF application data is not collected by the

Contractor.

SECTION I – CONTRACT CLAUSES

I.1 Federal Acquisition Regulation (FAR) Contract Clauses

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporated 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 https://www.acquistion.gov.

Clause No. Title Date

52.202-1 Definitions JUN 2020

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-6 Restrictions on Subcontractor Sales to the Government JUN 2020

52.203-7 Anti-Kickback Procedures JUN 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity MAY 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity MAY 2014

52.203-11 Certification and Disclosure Regarding Payments to Influence

Certain Federal Transactions SEP 2007

52.203-12 Limitation on Payments to Influence Certain Federal

Transactions JUN 2020

52.203-13 Contractor Code of Business Ethics and Conduct JUN 2020

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights JUN 2020

52.203-18 Prohibition on Contracting with Entities that Require Certain

Internal Confidentiality Agreements or

Statements-Representation JAN 2017

52.204-4 Printing/Copying Double-Sided on Postconsumer Fiber

Content Paper MAY 2011

52.204-7 System for Award Management Maintenance OCT 2018

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards JUN 2020

52.204-13 System for Award Management Maintenance OCT 2018

52.204-14 Service Contract Reporting Requirements OCT 2016

52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

52.204-19 Incorporation by Reference of Representations and

Certifications DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information

Systems JUN 2016

52.204-22 Alternative Line Item Proposal JAN 2017

52.204-25 Prohibition on Contracting for Certain Telecommunications and

Video Surveillance Services or Equipment (AUG 2020)

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment JUN 2020

52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters OCT 2018

52.209-10 Prohibition on Contracting with Inverted Domestic

Corporations NOV 2015

52.209-12 Certification Regarding Tax Matters (FEB 2016)

52.210-1 Market Research JUN 2020

52.212-4 Contract Terms and Conditions-Commercial Items OCT 2018

52.212-5 Contract Terms and Conditions Required to Implement

Statutes or Executive Orders-Commercial Items JAN 2021

52.215-2 Audit and Records-Negotiation AUG 2016

Alternate II (JUN 2020)

52.215-8 Order of Precedence - Uniform Contract Format OCT 1997

52.215-10 Price Reductions for Defective Cost or Pricing Data AUG 2011

52.215-11 Price Reduction for Defective Cost or Pricing

Data – Modifications JUN 2020

52.215-12 Subcontractor Certified Cost or Pricing Data JUN 2020

52.215-13 Subcontractor Certified Cost of Pricing Data–Modifications JUN 2020

52.215-14 Integrity of Unit Prices JUN 2020

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-17 Wavier of Facilities Capital Cost of Money OCT 1997

52.215-18 Reversion or Adjustment of Plans for Postretirement

Benefits (PRB) Other Than Pensions JULY 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost of Pricing Data or

Information Other Than Cost or Pricing Data – Modifications JUN 2020

52.215-23 Limitation on Pass-Through Charges JUN 2020

52.216-7 Allowable Cost and Payment AUG 2018

52.217-7 Option for Increased Quantity – Separately Priced Line Item MAR 1989

52.217-8 Option to Extend Services NOV 1999

52.217-9 Option to Extend the Term of the Contract MAR 2000

52.223-6 Drug-Free Workplace MAY 2001

52.224-1 Privacy Act Notification APR 1984

52.224-2 Privacy Act APR 1984

52.225-25 Prohibition on Contracting With Entities Engaging in

Certain Activities or Transactions Relating to Iran

Representation and Certification JUN 2020

52.227-14 Rights in Data-General MAY 2014

52.227-16 Additional Data Requirements JUN 1987

52.232-1 Payments APR 1984

52.232-9 Limitation on Withholding of Payments APR 1984

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors DEC 2013

52.233-2 Service of Protest SEPT 2006

52.237-3 Continuity of Services JAN 1991

52.242-13 Bankruptcy JUL 1995

52.244-5 Competition in Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items AUG 2019

52.245-1 Government Property JAN 2017

52.246-25 Limitation of Liability-Services FEB 1997

52.252-6 Authorized Deviations in Clauses NOV 2020)

52.253-1 Computer Generated Forms JAN 1991

FAR Clauses in Full Text:

FAR 52.244-2 Subcontracts (JUN 2020).

(a) Definitions. As used in this clause -

"Approved purchasing system" means a Contractor’s purchasing system that has been reviewed and approved in accordance with part 44 of the Federal Acquisition Regulation (FAR).

"Consent to subcontract" means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that -

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds -

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National

Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National

Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in

FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts:

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and

Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting

Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting –

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the

Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination -

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the

Government.

(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

FAR 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The

Contracting Officer may exercise the option by written notice to the Contractor within 7 days.

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within sixty days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

FAR 52.252-6 Authorized Deviations in Clauses (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Department of Health and Human Services

Acquisition Regulation (HHSAR) (48 CFR Chapter 3) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (OCT

2021) (Deviation)

(a) Definition. As used in this clause -

United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID

Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal

Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task

Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of clause)

I.2 Department of Health and Human Services Acquisition Regulation (HHSAR) Contract

Clauses

Clause No. Title Date

HHSAR 352.203-70 Anti-Lobbying (DEC 2015)

HHSAR 352.208-70 Printing and Duplication (DEC 2015)

HHSAR 352.211-1…