RFP-CMS-2011-0009.docx

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

CERTIFICATIONS

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

SECTION F - DELIVERIES OR PERFORMANCE

SECTION G - CONTRACT ADMINISTRATION DATA

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SECTION I - CONTRACT CLAUSES

ACQUISITION REGULATIONS (HHSAR) INCORPORATED

BY REFERENCE

I.6 PRIVACY ACT

SECTION J - LIST OF ATTACHMENTS

J.1 ACCOUNTING CERTIFICATION

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS

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

SECTION M – EVALUATION FACTORS FOR AWARD

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

State Demonstrations to Integrate Care for Dual Eligible Individuals.

B.2 TYPE OF CONTRACT

This is a Firm Fixed Price contract.

B.3 PRICING

The Firm Fixed Price value of this design contract is [to be provided by the offeror]

B.4 IMPLEMENTATION PHASE

States receiving a contract for program design are not guaranteed to move into the implementation phase of the contract. It is the intent of CMS to structure the implementation phase as an optional follow-on to the design phase of this contract. The CMS shall make a determination as to which states will move forward with the implementation option at the end of the eighteen (18) months of the design phase of the contract. Pending availability of funding, states selected to move into the implementation phase may be eligible to receive funds to support development of state infrastructure/implementation. At such time the successful states will be requested to submit their proposed costs to prepare state infrastructure for conducting implementation of the model design demonstration. These development and infrastructure cost may include systems change costs at the state-level for testing a new payment approach, development of a more efficient data exchange feed for real–time tracking of claims, and additional resources that may be required to ensure successful implementation of the state model demonstration.

B.5 WITHHOLDING OF CONTRACT PAYMENTS - HHSAR 352.242-73 (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 will immediately notify the Contractor of its intention to withhold payment of any invoice or voucher submitted.

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

Background Created by the Affordable Care Act, the Center for Medicare and Medicaid Innovation (Innovation Center) aims to explore innovations in health care delivery and payment that will enhance the quality of care for Medicare and Medicaid beneficiaries, improve the health of the population, and lower costs through improvement. There is perhaps no better opportunity to test innovative service delivery and payment models than for individuals who are eligible for both Medicare and Medicaid (the “dual eligibles”). Dual eligibles account for 16 to 18 percent of enrollees in Medicare and Medicaid, but roughly 25 to 45 percent of spending in these programs respectively. With the vast majority of these nine million individuals still receiving care through fragmented care at an estimated cost of over $300 billion in state and federal spending, improving care for this population is ripe for innovation.

Purpose The Innovation Center is fostering interaction with a diverse group of stakeholders, including hospitals, doctors, consumers, payers, states, employers, advocates, relevant federal agencies and others to obtain direct input and build partnerships for its upcoming work. Given the partnership that exists between federal and state governments with respect to dual eligible individuals, the Centers for Medicare and Medicaid Services (CMS), through the Innovation Center, will provide funding for states to support the design of innovative service delivery and payment models that integrate care for this population. CMS is interested in identifying, supporting, and evaluating person-centered models that integrate the full range of acute, behavioral health, and long-term supports and services for dual eligible individuals.[footnoteRef:1] [1: Potential models could include those that enhance existing integration vehicles such as the Program for All-Inclusive Care for the Elderly (PACE) and Medicare Advantage Special Needs Plans (SNPs) as well as those that test new/emerging models such as health homes or accountable care organizations (ACOs).

Under this solicitation CMS may award up to 15 (fifteen) contracts for up to $1 million each to support the design of state demonstration models. The primary deliverable of the initial design period is a demonstration proposal that describes how the State would structure, implement, and evaluate an intervention aimed at improving the quality, coordination, and cost-effectiveness of care for dual eligible individuals. Only states that receive the initial contract award may be eligible for receipt of the implementation phase of this contract, pending the approval of the States’ demonstration design and the availability of funds. Technical assistance and related tools will be provided by the Federal Coordinated Health Care Office (FCHCO), created by Section 2602 of the Affordable Care Act, to support both the design and implementation efforts. It should be noted that receipt of an initial design contract does not guarantee that those States will be eligible to move into the implementation phase of this contract. Under this solicitation, CMS shall not be obligated for reimbursement of any design costs beyond the Fixed-Price design contract amount.

Deliverables Over the course of the contract, the following deliverables will be required:

· Monthly Conference Calls. States shall participate in monthly conference calls with the CMS project officer and other CMS staff. These calls shall be used as a mechanism for discussing and managing administrative and project issues as they arise.

· Progress Reports. States will be responsible for submitting interim and final progress reports that document the development process and lessons learned as part of the design contract.

· Innovation Demonstration Model. The main deliverable of the design contract will be a demonstration proposal that describes how the state would structure, implement, and evaluate an integrated delivery system and payment model aimed at improving the quality, coordination, and cost-effectiveness of care for dual eligibles. CMS will provide states with the exact requirements in the Demonstration Proposal Instructions at the time of contract award; however, the demonstration proposal will be expected to contain at a minimum:

· Explanation of how the proposed demonstration will achieve the overall goals of better health, better care, and lower costs through improvement.

· Problem statement describing how or why changes to current policy would lead to improvements in access, quality, and reductions in Medicare and Medicaid expenditures over time.

· Discussion of how the proposed model will improve the actual care experience and lives of eligible beneficiaries, including findings from any beneficiary focus groups the state conducted to inform its proposed design.

· Detailed description of the dual eligible population, including key subpopulations (e.g., individuals with nursing facility level of care, serious mental illness, Alzheimer’s/dementia, multi-morbidities, etc.); utilization patterns; service settings; costs; etc.

· Description of proposed delivery system/programmatic elements, including: benefit design; geographic service area; enrollment method; and provider network/capacity.

· Description of plans to expand to other populations and/or service areas if the model is focused on a subset of dual eligibles or is less than statewide.

· Description of proposed payment reform, including payment type (e.g., full-risk capitation, partial cap, administrative PMPM); methodology for blending Medicaid and Medicare funding; financial incentives; risk sharing arrangements; etc.

· Discussion of the expected impact of the proposed demonstration on Medicare and Medicaid costs, including specific mention of any effect on cost-shifting occurring today between the two programs.

· Description of state infrastructure/capacity to implement and monitor the demonstration proposal.

· Identification of key performance metrics, including how these data will be used to continuously improve access, quality, satisfaction, and efficiency as well as how they will fit within existing Medicaid and Medicare performance and quality measures.

· Plan for engaging internal and external stakeholders, including a process for gathering and incorporating feedback on an ongoing basis.

· If applicable, description of how the proposed model fits with: (a) current Medicaid waivers and/or state plan services available to this population; (b) existing managed long term care programs; (c) existing integrated programs via Medicare Advantage Special Need Plans (SNPs) or PACE programs; and (d) other health reform efforts underway in the state (e.g., accountable care organizations, bundled payments, multi-payer initiatives, etc.).

· Discussion of the scalability of the proposed model and its replicability in other settings/states.

· Description of proposed evaluation design, including key metrics that could be used to examine the model’s quality and cost outcomes for the target population, beneficiary experience, access to care, etc.

· Description of the overall implementation strategy and anticipated timeline, including: a) the activities associated with building the infrastructure necessary to implement proposed demonstration (e.g., staffing needs, actuarial support, etc); and b) any funds needed to support the development of such infrastructure (e.g., systems change costs at the state-level for testing a new payment approach, development of a more efficient data exchange feed for near real-time tracking of claims, etc.).

Schedule of Deliverables

Final: Within 30 days of submission of the demonstration proposal

C.2 INCORPORATION OF CONTRACTOR'S PROPOSAL

The Contractor's technical proposal, entitled [to be provided by the offeror]dated [to be provided by the offeror], is hereby incorporated by reference, and made a part of this contract. The portions of the Contractor's proposal identified above are declared to be "Technical Data" and notwithstanding any restrictive markings placed on or in the proposal, the identified portion is subject to the unlimited rights provisions of the "Rights in Data-General" clause of Section I of this contract. In the event of any inconsistency between the provisions of this contract and the Contractor's technical proposal, the inconsistency shall be resolved by giving precedence in the following order: (a) Part I, The Schedule, (b) Part II, FAR Clauses incorporated under Section I, (c) Contractor's technical proposal, and (d) Other provisions of the contract, whether incorporated by reference or otherwise.

SECTION D PACKAGING AND MARKING

D.1 PACKAGING, AND MARKING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

SECTION E INSPECTION AND ACCEPTANCE

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

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

E.2 INSPECTION AND ACCEPTANCE

a. All work under this contract is subject to inspection and final acceptance by the Contracting Officer or the fully authorized representative of the Government.

b. The Contracting Officer’s Technical Representative (COTR) 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.

E.3 APPROVALS BY THE CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

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

E.4 INSPECTION OF SERVICES – FIXED-PRICE – FAR 52.246-2 (AUG 1996)

Incorporated by reference

SECTION F DELIVERIES OR PERFORMANCE

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

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

F.2 PERIOD OF PERFORMANCE

The period of performance of the design contract will be a total of 18 months. The first 12 months are designated as the design period, at which time the demonstration proposal is due. The final six months of the contract will be used by CMS to review demonstration proposals and to enter into discussions with states about possible implementation.

F.3 ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

a. All deliverables required under this contract shall be packaged, marked and shipped in accordance with U.S. Government specifications. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.~f

b. The Contractor shall submit all required deliverables and reports in accordance with the following schedule. Reports submitted under the contract shall reference and cite the contract number and identify CMS as the sponsoring agency.

c. Satisfactory performance of the final contract shall be deemed to occur upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the following items in accordance with the following schedule (reports submitted under the contract shall reference and cite the contract number and identify CMS as the sponsoring agency):

The contractor shall submit all required reports and deliverables in accordance with the following schedule. Reports and/or deliverables submitted under this contract shall be in accordance with this Statement of Work.

F.4 STOP-WORK ORDER – FAR 52.242-15 (AUG 1989)

Incorporated by reference

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA

[To be provided by the Government at time of award]

G.2 INVOICING

Submission of Invoices and Place of Payment

(1) Contractor may submit to the Government an invoice for payment in accordance with G.3(4) below. Invoices shall be prepared using Standard Form 1034, PUBLIC VOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL.

(2) To expedite payment, invoices shall be sent, as follows:

(a) Invoices (original and four copies) shall be sent directly to the address below (where applicable, the Contractor shall submit the invoice to said office via the cognizant government auditor):

Department of Health and Human Services Centers for Medicare & Medicaid Services

P.O. BOX 7520

7500 Security Boulevard Baltimore, Maryland 21207-0520

G.3 PAYMENT

(1) 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 must register in the Central Contractor Registration (CCR) database. Failure to register in CCR may 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

(2) The target date for payment of this contract shall be 30 calendar days after an invoice containing the information set forth in Paragraph "a" of this article is received in the payment office designated herein.

(3) Payment shall be authorized after the Division of Accounting has audited the invoice in accordance with Federal Regulations. This audit includes verification that the invoice contains the rates/unit prices, those indicated in the contract or purchase order. 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 vendor for correction.

(4) Amount of payment: the CMS shall pay the contractor one-sixth (1/6) of the total contract value (Firm-Fixed-Price (FFP)) for each invoice submitted and approved in accordance with G.2. The contractor shall submit a Final Invoice for final payment after the Government has received and approved all contract deliverables, as such:

Invoice #

For period

G.4 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

[To be provided by the government at time of award] is hereby designated as the COTR. The Project Officer responsibilities shall include continuous overall monitoring of the Contractor’s compliance with all substantive project objectives. Specific duties and responsibilities are identified in G.5, Technical Direction.

G.5 TECHNICAL DIRECTION

a. Performance of the work under this contract shall be subject to the technical direction of the COTR. The term "technical direction" is defined to include, without limitation, the following:

- Directions to the Contractor which 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.

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

- 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 COTR 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 the FAR contract clause entitled:

52.243-1 Changes – Fixed Price (AUG 1987)

(3) In any manner cause 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 COTR 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 COTR 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 COTR is within one of the categories as defined in b(l) through b(4) above, the Contractor shall not proceed but shall notify the Contracting Officer in accordance with FAR 52.243-7, Notification of Changes.

G.6 CONTRACTING OFFICER RESPONSIBILITY

In accordance with FAR 52.201-1 Definitions, 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.7 PROJECT DIRECTOR/PROJECT MANAGER

[To be provided by the offeror] will serve as Contractor’s 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 Contractor’s Project Director/Project Manager.

G.8 KEY PERSONNEL - HHSAR 352.242-70 (JAN 2006)

The personnel specified in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification* (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. 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 such diversion and such ratification shall constitute the consent of the Contracting Officer required by the clause. The contract may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

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

The following individuals are considered key personnel under this contract:

[To be provided by the offeror]

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 this project.

G.10 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.11 N/A

G.12 SERVICE OF CONSULTANTS

a. Except as may otherwise be expressly provided elsewhere in this contract, prior written approval of the Contracting Officer for utilization of consultants shall be required. Whenever Contracting Officer approval is required, the Contractor shall furnish to the Contracting Officer information concerning the need for such consultant services and the reasonableness of the fees to be paid to any consultants.

b. For utilization of the services of any consultants under this contract, the contractor shall be reimbursed in accordance with the rate(s) set forth below. If not identified below, the contractor shall be reimbursed for utilization of consultant services at a rate determined to be reasonable and appropriate for the services, exclusive of travel costs.

Name Rate Hours Total Cost

G.13. 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 Project Officer 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 Project Officer 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 Project Officer shall immediately inform the Contractor, in writing, of the nature of the problem. If the Contractor disagrees, the Project Officer 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 HHSM-500-2011- TBD, entitled, " State Demonstrations to Fully Integrate Care for Dual Eligible Individuals."

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

G.14 TRAVEL COSTS

Costs incurred for lodging, meals and incidental expenses shall be considered to be reasonable, allowable and allocable under this contract only to the extent that they do not exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the latest Federal Travel Regulations. The full text of the Federal Travel Regulations may be accessed electronically at this address: http://www.doi.gov/pfm/oden/toc.html.

G.15 PROPERTY ADMINISTRATION

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, (1990).

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.

If equipment is procured in the performance of this contract, 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.

G.16 AUDIT OF HOURS

a. In addition to the examination of costs, as detailed in FAR Clause No. 52.215-2 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,

(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.17 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 COTR 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 COTR.

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

EXAMPLE: Contract No. HHSM-500-2011- TBD Request for Subcontract Consent

G.18 N/A

G.19 SUBCONTRACT CONSENT

To facilitate the review of proposed subcontracts, the Contractor shall include in its proposal the information required by the FAR Clause 52.244-2 entitled, "Subcontracts".

In all other instances the Contractor shall submit its request for subcontracting consent to the Contracting Officer. The Contracting Officer shall consult with the Project Officer and advise the Contractor of his/her decision to consent to or dissent from the proposed subcontract, in writing.

Name Rate Hours Total Cost

G.20 USE OF GOVERNMENT – DATA (REPORTS/FILES/COMPUTER TAPES OR DISKETTES)

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

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

G.21 ESRS REPORTING

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 SF 294, 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.

G.22 N/A

G.23 GOVERNMENT PRINTING OFFICE (GPO)

Printing will be performed in accordance with the Government Printing Office (GPO) Style Manual, 29th Edition (2000), United States Government Printing Office, Washington, DC.

Government Printing

Printing . The acquisition of printing and high volume duplicating by contract is prohibited unless it is authorized by the Joint Committee on Printing of the U.S. Congress. Procedures to be followed are contained in the "Government Printing and Binding Regulations" and the HHS Printing Management Manual and FAR subpart 8.8.

8.802 Policy.

(a) Government printing must be done by or through the Government Printing Office (GPO ) (44 U.S.C. 501), unless -

(1) The GPO cannot provide the printing service (44 U.S.C. 504);

(2) The printing is done in field printing plants operated by an executive agency (44 U.S.C. 501(2));

(3) The printing is acquired by an executive agency from allotments for contract field printing (44 U.S.C. 501(2)); or

(4) The printing is specifically authorized by statute to be done other than by the GPO .

(b) The head of each agency shall designate a central printing authority; that central printing authority may serve as the liaison with the Congressional Joint Committee on Printing (JCP) and the Public Printer on matters related to printing. Contracting officers shall obtain approval from their designated central printing authority before contracting in any manner, whether directly or through contracts for supplies or services, for the items defined in 8.801 and for composition, platemaking, presswork, binding, and micrographics (when used as a substitute for printing).

(c)(1) Further, 44 U.S.C. 1121 provides that the Public Printer may acquire and furnish paper and envelopes (excluding envelopes printed in the course of manufacture) in common use by two or more Government departments, establishments, or services within the District of Columbia, and provides for reimbursement of the Public Printer from available appropriations or funds. Paper and envelopes that are furnished by the Public Printer may not be acquired in any other manner.

(2) Paper and envelopes for use by Executive agencies outside the District of Columbia and stocked by GSA shall be requisitioned from GSA in accordance with the procedures listed in Federal Property Management Regulations (FPMR) Subpart 101-26.3.

G.24 GOVERNMENT FURNISHED PROPERTY

During performance of this contract, the contractor will be required to acquire equipment, or data; or use government furnished/owned equipment on a no-charge, non-interference basis. At such time, the provisions of FAR Clause No. 52.245-1 entitled “Government Property”, shall become applicable.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 N/A

H.2 CONDITIONS FOR PERFORMANCE

In addition to the performance requirements of this contract as set forth under Section C, the Contractor may be required to comply with the requirements of any revisions in legislation or regulations which may be enacted or implemented during the period of performance of this contract, and are directly applicable to the performance requirements of this contract.

Such legislative or regulatory requirements shall become a part of this contract only through an execution of a contract modification by the Contracting Officer. The contractor will be consulted and participate in negotiations to effect an equitable adjustment to the contract.

H. 3 HIPAA BUSINESS ASSOCIATE PROVISION II

Definitions:

All terms used herein and not otherwise defined shall have the same meaning as in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA,” 42 U.S.C. sec. 1320d) and the corresponding implementing regulations. Provisions governing the Contractor’s duties and obligations under the Privacy Act (including data use agreements) are covered elsewhere in the contract.

"Business Associate'' shall mean the Contractor.

"Covered Entity" shall mean CMS’ Medicare Fee for Service program and/or Medicare’s Prescription Drug Discount Care and Transitional Assistance Programs.

"Secretary" shall mean the Secretary of the Department of Health and Human Services or the Secretary’s designee.

Obligations and Activities of Business Associate

(a) Business Associate agrees to not use or disclose Protected Health Information (“PHI”), as defined in 45 C.F.R. § 160.103, created or received by Business Associate from or on behalf of Covered Entity other than as permitted or required by this Contract or as required by law.

(b) Business Associate agrees to use safeguards to prevent use or disclosure of PHI created or received by Business Associate from or on behalf of Covered Entity other than as provided for by this Contract. Furthermore, Business Associate agrees to use appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic protected health information (“EPHI”), as defined in 45 C.F.R. 160.103, it creates, receives, maintains or transmits on behalf of the Covered Entity to prevent use or disclosure of such EPHI.

(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Contract.

(d) Business Associate agrees to report to Covered Entity any use or disclosure involving PHI it receives/maintains from/on behalf of the Covered Entity that is not provided for by this Contract of which it becomes aware. Furthermore, Business Associate agrees to report to Covered Entity any security incident involving EPHI of which it becomes aware.

(e) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Contract to Business Associate with respect to such information. Furthermore, Business Associate agrees to ensure that its agents and subcontractors implement reasonable and appropriate safeguards for the PHI received from or on behalf of the Business Associate.

(f) Business Associate agrees to provide access, at the request of Covered Entity, to PHI received by Business Associate in the course of contract performance, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.

(g) Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 upon request of Covered Entity.

(h) Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to Covered Entity, or to the Secretary for purposes of the Secretary determining Covered Entity's compliance with the various rules implementing the HIPAA.

(i) Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

(j) Business Associate agrees to provide to Covered Entity, or an individual identified by the Covered Entity, information collected under this Contract, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

Permitted Uses and Disclosures by Business Associate

Except as otherwise limited in this Contract, Business Associate may use or disclose PHI on behalf of, or to provide services to, Covered Entity for purposes of the performance of this Contract, if such use or disclosure of PHI would not violate the HIPAA Privacy or Security Rules if done by Covered Entity or the minimum necessary policies and procedures of Covered Entity.

Obligations of Covered Entity

(a) Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.

(c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.

Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy or Security Rules.

Term of Provision

(a) The term of this Provision shall be effective as of {insert effective date}, and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section.

(b) Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:

(1) Provide an opportunity for Business Associate to cure the breach or end the violation consistent with the termination terms of this Contract. Covered Entity may terminate this Contract for default if the Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; or

(2) Consistent with the terms of this Contract, terminate this Contract for default if Business Associate has breached a material term of this Contract and cure is not possible; or

(3) If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

(c) Effect of Termination.

(1) Except as provided in paragraph (2) of this section, upon termination of this Contract, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

(2) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon such notice that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Contract to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

Miscellaneous

(a) A reference in this Contract to a section in the Rules issued under HIPAA means the section as in effect or as amended.

(b) The Parties agree to take such action as is necessary to amend this Contract from time to time as is necessary for Covered Entity to comply with the requirements of the Rules issued under HIPAA.

(c) The respective rights and obligations of Business Associate under paragraph (c) of the section entitled “term of Provision” shall survive the termination of this Contract.

(d) Any ambiguity in this Contract shall be resolved to permit Covered Entity to comply with the Rules implemented under HIPAA.

H.4 CMS IDENTITY MARK GUIDELINES

Agency Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (DHHS).

Summary These usage guidelines provide information and instructions to all approved entities on the use of the CMS identity mark.

Authorized Users The CMS mark is available for use by CMS staff and partners involved in CMS programs. CMS staff may use the mark after obtaining approval from their manager(s). Partners, contractors and other stakeholders may use the mark after obtaining approval from CMS Graphics. The mark may not be used for promotion of private, for-profit entities, nor may the name or mark be used to promote one service over another within CMS programs.

Section 1140 of the Social Security Act, 42 U.S.C.