RFP-CMS-2008-0014 Amendment 04.doc

RFP-CMS-2008-0014

Zone Program Integrity Contractor

Cycle Two Amendment 000004

TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

DESCRIPTION OF SERVICES

B.2

TYPE OF CONTRACT

B.3

DETERMINATION OF ORDER TYPE/PRICES/COSTS

B.4

MINIMUM AND MAXIMUM AMOUNTS

B.5 INDIRECT COST RATES (Cost Reimbursement Task orders)

B.6 LABOR RATES (Time and Material (T&M) Task orders)

B.7 TRAVEL/OTHER DIRECT COSTS/MATERIAL (Cost Reimbursement Task orders including T&M)

B.8 FIXED FEE (Cost Plus Fixed Fee Task orders)

B.9 AWARD FEE (Cost Plus Award Fee Task orders)

B.10

HHSAR 352-9 WITHHOLDING OF CONTRACT PAYMENTS (JAN 2006)

B.11

INCREMENTAL FUNDING

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1

STATEMENT OF WORK

C.2

INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS

SECTION D - PACKAGING AND MARKING

D.1

PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

E.1

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

E.2

INSPECTION AND ACCEPTANCE

E.3

ACCEPTANCE BY THE PROJECT OFFICER/GOVERNMENT TASK LEADER

SECTION F - DELIVERIES OR PERFORMANCE

F.1

52.252-2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

F.2

PERIOD OF PERFORMANCE

F.3

ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

SECTION G - CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING AND APPROPRIATION DATA

G.2

INVOICING AND PAYMENT

G.3

METHOD OF PAYMENT

G.4

AUDIT OF HOURS

G.5

PROJECT OFFICER (PO)/GOVERNMENT TASK LEADER (GTL)

G.6

TECHNICAL DIRECTION

G.7

CONTRACTING OFFICER RESPONSIBILITY

G.8

PROJECT DIRECTOR/PROJECT MANAGER

G.9

HHSAR 352.270-5 KEY PERSONNEL (JAN 2006)

G.10

CORRESPONDENCE PROCEDURES

G.11

SERVICE OF CONSULTANTS/SUBCONTRACTORS

G.12 SUBCONTRACTING REPORTING (Only for Large Businesses)

G.13

SUBCONTRACTING PROGRAM FOR SMALL AND DISADVANTAGED BUSINESSES

G.14

SUBCONTRACT CONSENT

G.15

USE OF GOVERNMENT DATA (REPORTS/FILES/COMPUTER TAPES OR DISCS)

G.16

DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

G.17

WORKING PAPERS

G.18

DATA TO BE DELIVERED

G.19

DESIGNATION OF PROPERTY ADMINISTRATOR

G.20

PROPERTY ADMINISTRATION

G.21

POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

G.22

TASK ORDER PROCEDURES

G.23

TASK ORDER PROPOSALS

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1

CONTRACT RENEWAL

H.2

CONFLICT OF INTEREST

H.3

HHSAR 352.224-70 CONFIDENTIALITY OF INFORMATION (JAN 2006)

H.4

COMPLIANCE PROGRAM

H.5

REPORTABLE EVENTS

H.6

DISCLOSURE OF INFORMATION

H.7

HIPAA BUSINESS ASSOCIATE PROVISION

H.8

SYSTEMS OF RECORDS

H.9

CONDITIONS OF PERFORMANCE

H.10

EMPLOYMENT OF CMS PERSONNEL RESTRICTED

H.11

APPROVAL OF CONTRACT ACQUIRED INFORMATION TECHNOLOGY (IT)

H.12

HHSAR 352.270-19 ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY (JAN 2006)

H.13

SECTION 508 – ACCESSIBILITY OF ELECTRONIC AND INFORMATION TECHNOLOGY

H.14

REHABILITATION ACT, SECTION 508, ACCESSIBILITY STANDARDS

H.15

SECURITY CLAUSE – BACKGROUND-INVESTIGATION FOR CONTRACTOR PERSONNEL

H.16

HHSAR 352.270-7 PAPERWORK REDUCTION ACT (JAN 2001)

H.17

CODE OF CONDUCT

H.18

CONTRACTOR TERMINATION CMS BUILDING PASS

H.19

WAGE DETERMINATION

H.20

PERFORMANCE OF WORK

H.21

INFORMATION SECURITY

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1

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

I.2 HHSAR 352.252-20 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS (HHSAR) http://knownet.hhs.gov/acquisition/hhsar/default.htm I.3

FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

I.4 FAR 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)

I.5

FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

I.6

FAR 52.222-49 SERVICE CONTRACT ACT - PLACE OF PERFORMANCE UNKNOWN (MAY 1989)

I.7

HHSAR 352.228-7 INSURANCE – LIABILITY TO THIRD PERSONS (DEC 1991)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

J.1 ZPIC IDIQ (UMBRELLA) STATEMENT OF WORK (USOW) (Please note that this USOW is the same for each Zone)

J.1.A ZPIC USOW Appendices A – K

J.1.B ZPIC USOW Appendices L - end

J.2

ZONE 1 TASK ORDER 0001 – MEDICARE PARTS A, B, DME AND HH+H, REQUEST FOR PROPOSAL

J.2.A Zone 1 Medicare Parts A, B, DME and HH+H Task Order Statement of Work

J.2.B Zone 1 Medicare Parts A, B, DME and HH+H Task Order Draft Award Fee Plan

J.3 ZONE 1 TASK ORDER 0002 – MEDICARE-MEDICAID DATA MATCHING PROGRAM, REQUEST FOR PROPOSAL

J.3.A Zone 1 Medicare-Medicaid Data Matching Program Task Order Statement of Work

J.3.B Zone 1 Medicare-Medicaid Data Matching Program Task Order Draft Award Fee Plan

J.4

ZONE 2 TASK ORDER 0001 – MEDICARE PARTS A, B, DME AND HH+H, REQUEST FOR PROPOSAL

J.4.A Zone 2 Medicare Parts A, B, DME And HH+H Task Order Statement of Work

J.4.B Zone 2 Medicare Parts A, B, DME And HH+H Task Order Draft Award Fee Plan

J.5 ZONE 2 TASK ORDER 0002 – MEDICARE-MEDICAID DATA MATCHING PROGRAM, REQUEST FOR PROPOSAL

J.5.A Zone 2 Medicare-Medicaid Data Matching Program Task Order Statement of Work

J.5.B Zone 2 Medicare-Medicaid Data Matching Program Task Order Draft Award Fee Plan

J.6

BILLING INSTRUCTIONS

J.7

PAST PERFORMANCE QUESTIONNAIRE

J.8

BUILDING LOCATION INSTRUCTIONS

J.9

SUBCONTRACT CHECKLIST

J.10

SMALL BUSINESS SUBCONTRACTING PLAN

J.11 RESERVED FOR INCORPORATION OF CONTRACTORS ORGANIZATIONAL CONFLICT OF INTEREST CERTIFICATE (Incorporated by Reference)

SECTION J – LIST OF EXHIBITS

E.1

EXHIBIT E.1 – PROPOSAL CHECKLIST

E.1.A

PRIME CONTRACTOR PROPOSAL CHECKLIST

E.1.B

SUBCONTRACTOR PROPOSAL CHECKLIST

E.2 EXHIBIT 2 - TASK ORDER 0001 BUSINESS PROPOSAL SPREADSHEET FOR MEDICARE PARTS A, B, DME, HH+H (the same spreadsheet shall be used for task order 0001 for each Zone)

E.3 EXHIBIT 3 - TASK ORDER 0002 BUSINESS PROPOSAL SPREADSHEET FOR MEDICARE-MEDICAID DATA MATCHING PROGRAM (MEDI-MEDI) as follows:

E.3.A

ZONE 1

E.3.B

ZONE 2

E.4 EXHIBIT 4 – TASK ORDER 0001 FTEs AND HOURS SPREADSHEET (the same spreadsheet shall be used for task order 0001 for each Zone)

E.5 EXHIBIT 5 – TASK ORDER 0002 FTEs AND HOURS SPREADSHEET

E.5.A

E.5.B

E.6 EXHIBIT 6 – SUMMARY FTES AND HOURS SPREADSHEET (the same spreadsheet shall be used for each Zone)

E.6.A

E.6.B

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS OR QUOTERS K.1

FAR 52.251-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

K.2

REPRESENTATIONS AND CERTIFICATIONS

K.3 FAR 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2005) K.4

FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2006)

K.5

FINANCIAL INFORMATION

K.6

FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (JUN 2000)

K.7

52.230-7 PROPOSAL DISCLOSURE-COST ACCOUNTING PRACTICE CHANGES (APR 2005)

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

L.1

PROCUREMENT TIMELINE

L.2

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L.3 NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE AND SMALL BUSINESS STANDARD

L.4

FAR 52.215-1 INSTRUCTIONS TO OFFERORS - COMPETITIVE ACQUISITION (JAN 2004)

L.5

FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

L.6

FAR 52.233-2 SERVICE OF PROTEST (AUG 1996)

L.7

FAR 52.252-3 ALTERATIONS IN SOLICITATION (APR 1984)

L.8 FAR 52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 1997) – ALT IV (OCT 1997)

L.9 SMALL BUSINESS SUBCONTRACTING PLAN (This Provision Does Not Apply to Small Business Concerns)

L.10

GENERAL

L.11

COMMUNICATION PRIOR TO CONTRACT AWARD

L.12

PROPOSAL SUBMISSION AND DELIVERY

L.13 PROPOSAL INSTRUCTIONS FOR A SINGLE INDEFINITE DELIVERY INDEFINITE QUANTITY CONTRACT (IDIQ), TASK ORDER 0001, AND TASK ORDER 0002

L.14

BUSINESS PROPOSAL INSTRUCTIONS – IDIQ

L.15

BUSINESS PROPOSAL INSTRUCTIONS – TASK ORDER 0001

L.16

BUSINESS PROPOSAL INSTRUCTIONS – TASK ORDER 0002

L.17

TECHNICAL PROPOSAL INSTRUCTIONS

L.18

CONFLICT OF INTEREST AND COMPLIANCE PROGRAM INSTRUCTIONS

SECTION M – EVALUATION FACTORS FOR AWARD

M.1

GENERAL PROCEDURES FOR AWARD OF CONTRACTS

M.2

TECHNICAL EVALUATION CRITERIA

M.3

EVALUATION OF CONFLICT OF INTEREST CERTIFICATION AND COMPLIANCE PROGRAM

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

DESCRIPTION OF SERVICES

This is a single Indefinite Delivery/Indefinite Quantity (IDIQ) umbrella contract under which individual task orders will be awarded in support of the Centers for Medicare and Medicaid Services’ (CMS) audit, oversight and anti-fraud, waste and abuse efforts associated with Part A, Part B, Part C, Medicare Prescription Drug Benefit (Part D), Durable Medical Equipment, Prosthetics, and Orthotics Supplier (DMEPOS), Home Health and Hospice (HH+H) and Medicaid. The Zone Program Integrity Contractor (ZPIC) shall provide and furnish the necessary and qualified personnel, facilities, equipment, materials, and supplies not otherwise provided by the Government, as needed to perform the requirements set forth in the Umbrella Statement of Work (USOW), Section J, Attachment J.1, and as indicated in each individual task order Statement of Work.

B.2

TYPE OF CONTRACT

This is a single IDIQ contract with provisions for Cost Reimbursement (CR) type pricing arrangements (includes Time and Materials (T&M)/Labor Hours) and Firm Fixed Price (FFP) type pricing arrangements under individual task orders.

NOTE: Please be advised that if the Offeror does not have an accounting system that is adequate for determining costs applicable to the contract (FAR 16.301-3) and for accumulating and segregating costs under a CR contract, it will not be eligible to receive CR task orders. Therefore, no CR task orders will be awarded pending approval of the accounting system(s).

This IDIQ will be available for use by the following agencies:

Centers for Medicare & Medicaid Services (CMS)

Office of Inspector General (OIG)

Department of Justice (DOJ)

Federal Bureau of Investigation (FBI)

Other Agencies that the Contracting Officer may approve during the term of the contract

Agencies identified above (other than CMS) will be provided with instructions and training on the use and implementation of this IDIQ process after award of contracts to ZPICs.

Task orders will be issued under each single IDIQ contract for specific work as identified throughout the life of the contract. Task orders may be awarded on either a Firm Fixed Price or Cost Reimbursement (including T&M) type pricing arrangement. The task order pricing arrangement will be determined at the time the task order is issued.

B.3

DETERMINATION OF ORDER TYPE/PRICES/COSTS

The determination of individual task order type pricing arrangements, i.e. CR or FFP, will be dependent on the level of detail that the task order Statement of Work provides. Each task order Request for Proposal (RFP) sent to the Contractor will state the type of order deemed appropriate by the Contracting Officer.

B.4

MINIMUM AND MAXIMUM AMOUNTS

During the contract period of performance, inclusive of any contract renewal periods, the

Government shall place orders totaling a:

Minimum of $20,000 (inclusive of all costs and fees); and

Maximum amount not to exceed $1,000,000,000 (inclusive of all costs and fees).

B.5 INDIRECT COST RATES (Cost Reimbursement Task orders)

(To be filled in at time of award)

PROVISIONAL AND FINAL

a. Pursuant to the provisions of FAR 52.216-7 entitled "Allowable Cost & Payment (DEC 2002)," in Section I of this contract, the allowable Indirect Costs under this contract shall be obtained by applying the final rates or rates negotiated to the appropriate bases. The period or periods for which such rates will be established shall correspond to the Contractor's fiscal year(s). The final rate proposal is to be submitted to the Contracting Officer.

In the event that the final rate proposal is submitted to the cognizant audit agency, the Contractor shall advise the Contracting Officer in writing when and to whom it was submitted.

b. Pending establishment of final rates for any period, provisional reimbursement will be made on the basis of the provisional rates shown below. To prevent substantial over or under payment, and to apply either retroactively or prospectively, provisional rates may, at the request of either party, be revised by mutual agreement. The Government will execute a contract modification upon receipt of DCAA’s or the audit agency’s indirect rate audit to incorporate the negotiated indirect rates. In the event the final indirect cost rates are less than the provisional rates, retroactive adjustments to both the applicable costs and award fee shall be made at the time of contract modification. The Government shall not be obligated to pay any additional amount should the final indirect cost rates exceed the negotiated ceilings stated below. In the event the audit determined final indirect cost rates are less than the original negotiated ceiling rates, the negotiated rates will be reduced to conform to the lower rates.

Type Cost Center Provisional Rate Ceiling Rate Base Period

Provisional

(a)

(b)

(c)

(d)

(Letters a through d will describe the contractor’s rate build up. We will populate this information prior to award):

(a) applies to total ;

(b) applies to total ;

(c) applies to total ;

(d) applies to total ;

* TBD at time of contract award (The above categories will be populated prior to award).

c. Reimbursement will be limited to the negotiated indirect cost ceilings established in the contract and the contractor’s final rates are hereby limited to the negotiated indirect cost ceiling(s) stated above. The Government has no obligation to pay any additional amount to the contractor should the final indirect cost rates exceed the negotiated ceilings as stated in the contract.

d. In accordance with Federal Acquisition Regulation (FAR) (48 CFR Chapter 1) Clause 52.216-7(d)(2), Allowable Cost and Payment incorporated by reference in this contract in Part II, Section I, the cognizant Contracting Officer representative responsible for negotiating provisional and/or final indirect cost rates is identified below:

Director, Division of Financial Advisory Services

Office of Acquisition Management and Policy

National Institutes of Health

6100 Building, Room 6B05

6100 Executive Blvd. MSC-7540

Bethesda, MD 20892-7540

The period or periods for which such rates will be established shall correspond to the contractor’s fiscal year(s). The final rate proposal shall also be submitted to the Contracting Officer at:

Centers for Medicare & Medicaid Services

Office of Acquisition and Grants Management

Attn: Theresa Schultz, C2-21-15

7500 Security Boulevard

Baltimore, MD 21244-1850

B.6 LABOR RATES (Time and Materials (T&M)/Labor Hours Orders) a.

The following fixed rates shall be utilized for T&M type Task orders. The Contractor is limited to the negotiated T&M rate ceilings stated below for all T&M Task orders unless the contract is modified. Additional labor rates may be required for each particular Task order and should be submitted for evaluation with the Task order proposal. T&M rates may need to be modified from time to time based on changing business needs and to avoid windfall profit when high dollar Task orders are awarded. If it appears to either party that the labor rates below require revision, the Government, upon review of documentation submitted by the Contractor, may modify the contract to establish new ceilings, but in no case shall the Government reimburse the Contractor for more than the total estimated cost of each individual Task order for which the rate(s) may be applied.

TIME AND MATERIAL TASK ORDER FULLY BURDENED LABOR RATES – See below

T&M Rates will not be established until such time as a T&M Task order Contract is awarded.

* Key Personnel

B.7 TRAVEL/OTHER DIRECT COSTS/ MATERIAL (Cost Reimbursement Task orders including T&M)

Travel, Material and Other Direct Costs shall be reimbursed at actual costs incurred in accordance with 52.216-7, Allowable Cost and Payment, and the Federal Travel Regulation as applicable. These items will not be separately priced in this contract, but will be set forth, when applicable, on each task order.

B.8 FIXED FEE (Cost-Plus-Fixed-Fee Task orders) The Fixed Fee rate to be applied, as appropriate, to Cost Plus Fixed Fee task order is (TBD upon award of first CR Task order Contract). FAR 52.216-8, Fixed Fee, applies individually to each task order.

B.9 AWARD FEE (Cost Plus Award Fee Task orders)

The amount of award fee the Contractor earns, if any, is based on an evaluation, as specified in the contract by the Government of the quality of the Contractor’s performance. This will be accomplished in accordance with an Award Fee Evaluation Plan as established in the task order as applicable. The Government will unilaterally determine the amount of award fee in accordance with the plan. The Government may unilaterally change the plan at any time. However, any revisions to the evaluation criteria in the plan shall be presented to the Contractor prior to the evaluation period in which it will be used.

The award fee plan and payment schedule will be incorporated into the task order at Section B - Determination of Order Type/Prices/Costs. The plan will be an attachment to the task order.

B.10

HHSAR 352.232-9 WITHHOLDING OF CONTRACT PAYMENTS (JAN 2006)

Notwithstanding any other payment provisions of this contract, failure of the Contractor to submit required reports when due or failure to perform or deliver required work, supplies, or services, may result in the withholding of payments under this contract unless such failure arises out of causes beyond the control, and without the fault or negligence of the Contractor as defined by the clause entitled ‘‘Excusable Delays’’ or ‘‘Default’’, as applicable. The Government shall immediately notify the Contractor of its intention to withhold payment of any invoice or voucher submitted.

B.11 INCREMENTAL FUNDING

1. Sufficient funds are not presently available to cover the total estimated amount of this contract. In accordance with the Limitation of Funds clause, FAR 52.232-22, initial funds will be obligated under the contract to cover the first increment of performance. Additional funds are intended to be allotted to the contract by modification up to and including the full estimated cost of the contract, to accomplish the entire project. While it is the Government’s intention to incrementally fund this contract over the entire period of performance up to and including the full estimated cost, the Government will not be obligated to reimburse the contractor for costs incurred in excess of the cumulative amount of the periodic allotments, nor will the contractor be obligated to perform in excess of the amount allotted.

2. The Limitation of Funds clause included in this contract shall supersede the Limitation of Cost clause (FAR 52.232-20) found in Section I of this contract, until such time as an amount equal to the negotiated total estimated cost plus award fee set forth in Section B.3 is allotted to this contract.

3. Pursuant to FAR 52.232-22 Limitation of Funds, total funds in the amount of $000,000 have been allotted for costs and are available for payment of the contractor’s performance of the work from the effective date of contract award through________. Of that amount, funds in the amount of $000,000 are available for estimated costs, and $00,000 is available for the fixed fee.

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1

STATEMENT OF WORK

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

C.2

INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS

The Contractor’s Representations and Certifications, submitted in response to this solicitation’s Section K, shall be maintained electronically at: www.bpn.gov/

The login site can be found at http://orca.bpn.gov/login.aspx

For details see: www.acqnet.gov/far/FAC/fac2001-26.pdf

SECTION D – PACKAGING AND MARKING

D.1

PACKAGING AND MARKING

Deliverables shall be marked in accordance with the contract Section G.10, Correspondence Procedures, and Section J, Attachment J.1, entitled “Zone Program Integrity Contractor” Statement of Work, Appendix A, Items to be Furnished and Deliverables Schedule.

SECTION E – INSPECTION AND ACCEPTANCE

E.1

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This 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.arnet.gov/far/fac.html

Federal Acquisition Regulation (FAR) Clauses:

52.246-4

INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)

52.246-5

INSPECTION OF SERVICES - COST-REIMBURSEMENT (APR 1984)

52.246-6

INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

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 Project Officer is a 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

ACCEPTANCE BY THE PROJECT OFFICER/GOVERNMENT TASK LEADER

All items to be delivered to the Project Officer (PO) who will be deemed to have been accepted 60 calendar days after the date of delivery, except as otherwise specified in this contract if written approval or disapproval has not been given within such period. The PO’s acceptance or revision to the items submitted shall be within the general scope of the work stated in this contract.

SECTION F – DELIVERIES OR PERFORMANCE

F.1

52.252-2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

52.242-15

STOP-WORK ORDER (AUG 1989)

52.242-15

STOP-WORK ORDER (AUG 1989) -- ALTERNATE I (APR 1984)

52.242-17

GOVERNMENT DELAY OF WORK (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

Department of Health and Human Services Acquisition Regulations (HHSAR) Clauses:

352.249-14

EXCUSABLE DELAYS (JAN 2006)

F.2

PERIOD OF PERFORMANCE

The Period of Performance (PoP) of this contract is approximately twelve (12) months from date of award, plus four (4) one (1) year options. The contract may be renewed annually thereafter in accordance with contract Section H.1 Contract Renewal. If the Government renews the contract, the PoP will be increased accordingly.

F.3

ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

The Contractor shall furnish the items required under this contract in accordance with the reporting instructions and delivery schedule set forth in Section J.1, Zone Program Integrity Contractor SOW, Appendix A, Deliverables, as well as each task order Statement of Work, Appendix A, Deliverables.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING AND APPROPRIATION DATA

Appropriation:

TBD

Object Class:

TBD

EIN:

CAN

Reference No.

TBD

Amount:

TBD

G.2 INVOICING AND PAYMENT (See Attachment J.6 for Billing Instructions) The Contractor shall report data in accordance with the format described in the cost proposal instructions.

Submission of invoices for payment:

1. Once each month following the effective date of this contract, the Contractor may submit to the Government an invoice for payment, in accordance with FAR clause 52.216-7 “Allowable Cost & Payment.” The Government shall make provisional payments on all invoices pending the completion of a final audit of the Contractor’s cost records.

2. To expedite payment, invoices shall be prepared and submitted as follows:

--Original and four (4) copies shall be submitted to the address below:

Department of Health & Human Services

OFM/Division of Accounting Operations

P.O. Box 7520

7500 Security Boulevard

Baltimore, MD 21207-0520

--For overnight delivery:

Department of Health & Human Services

OFM/Division of Accounting Operations

7500 Security Boulevard/Mail stop: C3-11-03

Baltimore, MD 21244-1850

--One (1) copy shall be sent to the Project Officer.

3. Content of invoice:

· Contractor’s name and invoice date;

· Contract number or other authorization for delivery of property and/or services;

· Description, CLIN, cost or price and quantity of property and/or services actually delivered or rendered, breakout of hours incurred by labor category;

· Shipping and payment terms;

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

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

· Taxpayer Identification Number; and

· Period of performance or delivery date of goods or services provided.

4. Invoice payment

Reimbursement for invoices submitted under this contract shall be made not later than thirty (30) days after receipt of the original invoice from the Contractor in the copies requested at the paying office designated above.

Payment will be authorized after the Division of Accounting has received a certification of the invoice by the Project Officer and verification that the invoice amount is consistent with the schedule set forth under Section B of this contract. Any discrepancies determined as a result of the audit could delay the processing of the invoice and may result in the invoice being returned to the Contractor for corrections. Inquiries relating to payments should be directed to the Office of Financial Management/Accounting Management Group, ATTN: Jean Katzen on (410) 786-5423 or Suzanne Turgeon on (410) 786-1924.

5. Interest on overdue payment

The Prompt Payment Act, Public Law 97-177 (96 Stat.85.31 U.S.C. 1801) and FAR 52.232-25 Prompt Payment (OCT 2003), is applicable to payments under this contract and requires the payment of interest on payments made more than 30 days after receipt of an invoice by the Division of Accounting Operations, pursuant to FAR 32.907.

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

G.3

METHOD OF PAYMENT

In accordance with FAR 52.232-33, the Centers for Medicare and Medicaid Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7, the contractor shall register in the Central Contractor Registration (CCR) database. Failure to register in CCR will prohibit CMS from making awards to your organization.

The contractor shall notify CMS’ Division of Accounting Operations of all EFT and address changes in CCR via the following email address: CCRChanges@cms.hhs.gov G.4

AUDIT OF HOURS

a.

In addition to the examination of costs, as detailed in FAR 52.215-02 entitled "Audit-Negotiation," the Contracting Officer or his representatives will have the right to examine all books, records, documents and other data of the Contractor relating to this contract for the purpose of evaluating the accuracy and completeness of the hours which the Contractor has recorded on his invoices as expended toward satisfaction of the requirements of this contract.

b.

The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction until:

1. The expiration of three (3) years from the date of final payment under this contract; and,

2. The expiration of three (3) years from the date of final settlement resulting from a termination or a partial termination of this contract.

G.5

PROJECT OFFICER (PO)/GOVERNMENT TASK LEADER (GTL)

a.

Project Officer (PO):

The Project Officer (PO) is the authorized Contracting Officer’s Technical Representative (COTR) for monitoring Contractor performance as set forth in the provisions of the contract. ___TBD__is delegated authority as the Project Officer for Technical Direction. The Project Officer’s Technical Direction responsibilities shall include continuous overall monitoring of the Contractor’s compliance with all substantive project objectives. Specific duties and responsibilities are identified in G.6, Technical Direction.

b. Government Task Leader (GTL)

Because the ZPIC contract is an Indefinite Delivery Indefinite Quantity type contract and many task orders may exist at any given time, there is a need to have multiple CMS staff members designated as technical points of contact that are responsible for providing Technical Direction in the absence of the PO. Therefore, the Contracting Officer and PO delegate authority for Technical Direction to individual Government Task Leaders (GTL) for each task order awarded. GTL responsibilities are limited to Technical Direction (as designated in Section G.6, Technical Direction) for each task order requirement. The GTL will consult with the Project Officer and/or Contracting Officer on Technical Direction as necessary.

In the event that a technical direction dispute cannot be settled between the GTL and the Contractor, the matter will be elevated to the PO for resolution. If the PO cannot resolve the matter, the Contracting Officer will be responsible for settling the dispute. Please also see FAR 52.243-7, Notification of Changes.

G.6

TECHNICAL DIRECTION

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

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

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

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

b.

Technical direction must be within the general Statement of Work stated in the contract. The Project Officer does not have the authority to, and may not issue, any technical directions which:

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

2. Constitutes a change as defined in:

52.243-1 CHANGES - FIXED-PRICE (AUG 1987)--ALTERNATE I (APR 1984)

52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) -- ALTERNATE I (APR 1984)

52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

FAR 52.243-2 CHANGES – COST REIMBURSEMENT (AUG 1987) – ALTERNATE I (APR 1984)

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

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

c.

All technical direction shall be issued in writing by the Project Officer or shall be confirmed by him/her in writing within 5 working days after issuance.

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

e. If, in the opinion of the Contractor, any instruction or direction issued by the Project Officer is within one of the categories as defined in G.6.b(l) through (4) above, the Contractor shall not proceed but shall notify the Contracting Officer in accordance with FAR 52.243-7 Notification of Changes (APR 1984).

G.7

CONTRACTING OFFICER RESPONSIBILITY

In accordance with FAR 52.202-1 Definitions (JUL 2004), the term Contracting Officer means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority delegated by the Contracting Officer.

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

a.

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

b.

accept nonconforming work or waive any requirement of this Contract;

c.

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

modify any term or condition of this Contract, i.e., make any changes in the Statement of Work; modify/extend the period of performance; change the delivery schedule.

G.8

PROJECT DIRECTOR/PROJECT MANAGER

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

G.9 HHSAR 352.270-5 KEY PERSONNEL (JAN 2006) tc "H.2 352.270-5 Key personnel. (APR 1984) " \l 2

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

All proposed substitutions must be submitted, in writing, to CMS at least thirty (30) days prior to the proposed substitution or as soon as reasonably known. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume and any other information required by CMS. All proposed substitutions must have qualifications equal to or greater than the person(s) being replaced.

When key personnel positions are vacated due to unforeseen circumstances, a proposed replacement shall be submitted in writing for approval no later than 30 calendar days from the date the position was vacated. Interim replacements should be identified when a permanent replacement cannot be identified within this time frame. The Centers for Medicare & Medicaid Services (CMS) may consider a 60-day interim replacement until a permanent replacement is secured.

The following individuals are considered “key” under this contract:

Zone Program Director

All other key personnel will be designated in each individual task order.

G.10

CORRESPONDENCE PROCEDURES

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

a.

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

b.

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

c.

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

EXAMPLE:

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

Request for Subcontract Consent

G.11

SERVICE OF CONSULTANTS/ SUBCONTRACTORS

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

b. The Contractor shall follow the procedures established in the following Federal Acquisition Regulation (FAR) clauses when requesting Contracting Officer consent to subcontract for Consultants and/or other subcontracts:

Federal Acquisition Regulation (FAR) Clauses:

52.244-2

Subcontracts (JUN 2007)

52.244-5

Competition in Subcontracting (DEC 1996)

52.244-6

Subcontracts for Commercial Items and Commercial Components

(MAR 2007)

G.12 SUBCONTRACTING REPORTING (Only for Large Businesses)

The Contractor shall report all subcontract awards to small, small disadvantaged, women-owned, HUBZones, veteran-owned and service-disabled veteran-owned small business concerns. The reports shall be prepared using the electronic Subcontracting Reporting System (eSRS) via the internet at http://www.esrs.gov. The Individual Subcontracting Report (ISR), formerly SF294, shall be submitted semi-annually for the periods of October 1 through March 31 and April 1 through September 30. The Summary Subcontracting Report (SSR), formerly, SF 295 shall be submitted annually for the period of October 1 through September 30.

The report(s) shall be delivered not more than thirty (30) calendar days following the close of each period covered.

G.13

SUBCONTRACTING PROGRAM FOR SMALL AND DISADVANTAGED BUSINESSES

In accordance with FAR 19.704, Subcontracting Plan Requirements, the subcontracting plan submitted for work under this contract with small, disadvantaged, woman-owned, HUBZone, veteran owned, and services-disabled veteran-owned small business concerns, shall be approved by the Contracting Officer and incorporated as Attachment J.10 of this contract and made a part hereof. Contractors should strive to achieve the following Dept. of Health and Human Services minimum small business utilization goals when developing its small business subcontracting plan:

Small Business 40%

Small Disadvantaged Business 5%

Women-Owned Small Business 5%

HubZone 3%

Service Disabled Veteran Owned Small Business 3%

G.14

SUBCONTRACT CONSENT

(a) To facilitate the review of a proposed subcontract by the Project Officer and the Contracting Officer, the Contractor shall submit the information required by the FAR Clause 52.244-2 (JUN 2007) entitled, "Subcontracts" to the Contracting Officer. The Contracting Officer shall review the request for subcontract approval and the Project Officer's recommendation and advise the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing.

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

G.15

USE OF GOVERNMENT DATA (REPORTS/FILES/COMPUTER TAPES OR DISCS)

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 are adequate compensation for the use of these data.

Upon the request of the Contracting Officer or the expiration date of this contract, whichever shall come first, the contractor shall, upon instructions from the Contracting Officer, 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 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.16 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 stimulated. 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 PO/GTL 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 PO/GTL 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 PO/GTL shall immediately inform the Contractor, in writing, of the nature of the problem. If the Contractor disagrees, the PO/GTL 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 and Medicaid Services, Department of Health and Human Services."

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

G.17 WORKING PAPERS tc \l1 "G.9

WORKING PAPERS

The Contractor shall provide, at the request of the Contracting Officer, all the working papers used by the participating officials and employees of the Contractor in connection with all work undertaken pursuant to the contract.

G.18

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.19 DESIGNATION OF PROPERTY ADMINISTRATOR tc "G.7 Designation of Property Administrator " \l 2 The CMS Property Administrator, Administrative Services Group, Office of Property and Space Management at (410) 786-6462, is hereby designated the property administration function for this contract. The Contractor agrees to furnish information regarding Government Property to the Property Administrator in the manner and to the extent required by the Property Administrator, his duly designated successors, and in accordance with FAR Part 45 and Department of Health & Human Services (DHHS) Manual entitled, Contractor's Guide for Control of Government Property, (2007).

G.20

PROPERTY ADMINISTRATION

a. General:

The CMS Contract Property Administrator, Property and Distribution Management Section, Division of General Services, 7500 Security Blvd., Baltimore, Md. 21244, is hereby designated the property administration function for this contract. The Contractor agrees to furnish information regarding Government Property to the Property Administrator in the manner and to the extent required by the Property Administrator, his duly designated successors, and in accordance with FAR Part 45 and DHHS Manual entitled, Contractor's Guide for Control of Government Property, (2007).

If equipment is procured in order to provide services, CMS will retain title to the equipment. CMS must be notified as part of the itemized billing arrangement if there is an equipment acquisition, included in the cost of the contract.

All original tapes, video, CD ROM(s), manual, brochures, pamphlets shall remain the property of the CMS. The contractor shall provide to CMS all final, complete and editable web-based training course files.

b.

Notice of Non-Allowability of Costs for General Purpose Office Equipment:

General Purpose Office Equipment (GPOE) means those equipments normally found in a business office such as desks, chairs, typewriters, calculators, file cabinets, etc., that are obtainable in the open market. Automated Data Processing Equipment (ADPE) means those equipments as defined in FAR 31.001.

Contractors are expected to have the necessary facilities to perform the requirements of this solicitation/contract. This includes any GPOE and ADPE necessary to perform the requirements herein.

Notwithstanding the "Allowable Cost and Payment" clause of this contract, costs for the acquisition of GPOE and ADPE shall not be considered as an allowable direct charge to this contract.

G.21

POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Electronic Access to Contractor Performance Evaluations All contractor performance evaluations shall be kept in the contract file and the National Institutes of Health Contractor Performance System (NIH CPS). Contractors shall register in the NIH CPS no later than 6 months after contract award at the following address: https://cpscontractor.nih.gov.

To register, logon and click on the “Register Here” link. This site provides instructions on how to register and offers computer-based training for contractors through the “CPS Contractor On-Line Training” hyperlink. There is no fee for registration or use of this system. Electronic evaluations are available to registered contractors for review 30 days from the date the evaluation is sent.

The registration process requires the contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the contractor will be required to identify an alternate contact that will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time frame.

b. Contractor Performance Evaluations

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. A copy of all evaluations shall be provided to the Contractor as soon as practicable after completion of the interim and final evaluation. The Contractor will be permitted thirty (30) days to review the evaluation document and to submit additional information or a rebutting statement. Any disagreement between the parties regarding an evaluation will be referred to one level above the Contracting Officer, whose decision will be final.

Copies of the evaluation and contractor responses, if any, will be retained as part of the contract file and will be used to support future award decisions.

G.22

TASK ORDER PROCEDURES

a.

Ordering - Supplies or services to be furnished under this contract shall be furnished at such times as ordered by the award of task…