Draft FFRDC RFP.pdf

RFP-CMS-FFRDC DRAFT

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TABLE OF CONTENTS

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SCHEDULE OF SERVICES

B.2 BRIEF DESCRIPTION OF SERVICES

B.3 TYPE OF CONTRACT

B.4 DETERMINATION OF ORDER TYPE

B.5 MINIMUM AND MAXIMUM QUANTITIES

B.6 MATERIAL/TRAVEL/OTHER DIRECT COST (COST REIMBURSEMENT

TASK ORDERS)

B.7 FIXED FEE (COST REIMBURSEMENT TASK ORDERS)

B.8 BASE/FIXED FEE PAYMENT SCHEDULE (COST REIMBURSEMENT

TASK ORDERS

B.9 AWARD FEE (COST PLUS AWARD FEE TASK ORDERS)

B.10 INCENTIVE FEE

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

C.2 TASKS PERFORMED FOR FEDERAL AGENCIES OTHER THAN THE CMS

SPONSORS

C.3 CONTRACTOR QUALITY CONTROL (QC) AND QUALITY ASSURANCE

(QA)

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

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

E.2 INSPECTION AND ACCEPTANCE

E.3 APPROVALS BY THE PROJECT OFFICE/GOVERNMENT TASK LEADER

SECTION F – DELIVERIES OR PERFORMANCE

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

F.2 ORDERING PERIOD

F.3 TIME AND PLACE OF DELIVERIES (TASK ORDERS)

F.4 LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE

F.5 PLACE OF PERFORMANCE

F.6 SCHEDULE OF DELIVERABLES

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 TASK ORDER PROPOSALS

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G.2 USE OF GOVERNMENT DATA (REPORTS/FILES/COMPUTER TAPES OR

DISCS

G.3 DATA TO BE DELIVERED

G.4 DISSEMINATION, PUBLICATION & DISTRIBUTION OF INFORMATION

G.5 INDIRECT COST – PROVISIONAL RATES (May be incorporated into contract or task order)

G.6 PAYMENT SELECTED ITEMS OF COST REIMBURSEMENT CONTRACTS

G.7 ACCOUNTING AND APPROPRIATION DATA

G.8 INVOICING AND PAYMENT

G.9 METHOD OF PAYMENT

G.10 CONTRACTING OFFICER RESPONSIBILITY

G.11 CONTRACTING OFFICER‘S TECHNICAL REPRESENTATIVE

(COR)/GOVERNMENT TASK LEADER (GTL)

G.12 CONTRACTOR‘S PROGRAM MANAGER

G.13 TECHNICAL DIRECTION

G.14 SUBCONTRACT CONSENT

G.15 GOVERNMENT FURNISHED PROPERTY

G.16 DESIGNATION OF PROPERTY ADMINISTRATOR

G.17 CORRESPONDENCE PROCEDURES

G.18 CONTRACTOR PERFORMANCE EVALUATION(S)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 HHSAR 352.242-70 KEY PERSONNEL (JAN 2006)

H.2 HHSAR 352.224-70 PRIVACY ACT (JAN 2006)

H.3 CONDITIONS FOR PERFORMANCE

H.4 ORGANIZATIONAL CONFLICTS OF INTEREST

H.5 APPROVAL OF CONTRACT ACQUIRED INFORMATION TECHNOLOGY

(IT)

H.6 HIPPA – BUSINESS ASSOCIATE PROVISION II

H.7 SECTION 508 – ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY

H.8 REHABILITATION ACT, SECTION 508, ACCESSIBLITY STANDARDS

H.9 PRIVACY ACT SYSTEMS OF RECORDS

H.10 RESTRICTIONS ON THE USE OF INFORMATION

H.11 CODE OF CONDUCT

H.12 WORK PERFORMED OUTSIDE OF THE UNITED STATES AND ITS

TERRITORIES

H.13 SECURITY CLAUSE -BACKGROUND – INVESTIGATIONS for

CONTRACTOR PERSONNEL

H.14 SUBCONTRACTING REPORT

H.15 DATA USE AGREEMENT

SECTION I – CONTRACT CLAUSES

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

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I.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION

REGULATIONS (HHSAR)

I.3 HHSAR 352.202-1 DEFINITIONS (JAN 2001)

I.4 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

I.5 FAR 52.216-18 ORDERING (OCT 1995)

I.6 FAR 52.216-19 ORDERING LIMITATIONS (OCT 1995)

I.7 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.8 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

I.9 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUN 2010)

I.10 FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

I.11 FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

I.12 52.209-9 UPDATESOF PUBLICLY AVAILABLE

INFORMATIONREGARDING RESPONSIBILITY MATTERS (JAN 2011)

I.13 CMS-11 FEDERAL INFORMATION SECURITY MANAGEMENT ACT

(FISMA)

I.14 OPTION TO INCREASE THE CEILING OF THE CONTRACT

SECTION J – LIST OF ATTACHMENTS

J.1 STATEMENT OF WORK

J.2 BUSINESS PROPOSAL TEMPLATE

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

OFFERORS OR QUOTERS

K.1 COMPLETED BY THE OFFEROR: [THE REPRESENTATIONS AND

CERTIFICATIONS MUST BE EXECUTED BY AN INDIVIDUAL

AUTHORIZED TO BIND THE OFFEROR]

K.2 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE (FEB 1998)

K.3 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN

2011)

K.4 PART IV - REPRESENTATIONS AND INSTRUCTIONS (FINANCIAL

INFORMATION)

K.5 FAR 52.203-2 CERTIFICATION OF INDEPENDENT PRICE

DETERMINATION (APR 1985)

K.6 FAR 52.204-3 TAXPAYER IDENTIFICATION (OCT 1998)

K.7 FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS

(APR 2010)

K.8 FAR 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

K.9 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (APR

2011)

K.10 FAR 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE

REPOPRTING (AUG 2003)

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K.11 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JAN

2011)

SECTION L – PROPOSAL INSTRUCTIONS

L.1 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFFERENCE (FEB 1998)

L.2 FAR 52.215-1 INSTRUCTIONS TO OFFERORS – COMPETITIVE

ACQUISITON (JAN 2004)

L.3 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

L.4 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006

L.5 SECTION 508 ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY (EIT) COMPLIANCE

L.6 INSTRUCTIONS TO OFFERORS – CENTRAL CONRACTOR

REGISTRATION (CCR)

L.7 COMMUNICATIONS PRIOR TO CONTRACT AWARD

L.8 WORK WITHIN THE UNITED STATES

L.9 COMMUNICATIONS REGARDING THIS SOLICITATION

L.10 NAICS CODE AND SMALL BUSINESS STANDARD

L.11 REQUIREMENTS FOR TECHNICAL DATA

L.12 GENERAL INSTRUCTIONS

L.13 PROPOSAL ORGANIZATION

L.14 PROPOSAL PRESENTATION AND DELIVERY

L.15 TECHNICAL PROPOSAL INSTRUCTIONS

L.16 BUSINESS PROPOSAL INSTRUCTIONS

L.17 PAST PEFROMANCE INSTRUCTIONS

L.18 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS

SUBCONTRACTING PLAN

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 GENERAL

M.2 TECHNICAL EVALUATION

M.3 BUSINESS PROPOSAL EVALUATION

M.4 EVALUATION OF ORGANIZATIONAL CONFLICTS OF INTEREST PLAN

M.5 CLARIFICATION/COMMUNICATIONS WITH OFFERORS BEFORE AND

AFTER ESTABLISHMENT OF THE COMPETITIVE RANGE

M.6 SMALL DISADVANTAGED BUSINESS UTLIZATION

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SCHEDULE OF SERVICES

CLIN*

DESCRIPTION

ESTIMATED

CEILING

CMS FFRDC Services, in accordance with SOW, as ordered by Task Orders for the period Ordering Period $1 Billion

OPTIONAL – Additional CMS FFRDC Services, IAW

SOW, as ordered by Task Orders $100 Million

OPTIONAL – Additional CMS FFRDC Services, IAW

SOW, as ordered by Task Orders $100 Million

OPTIONAL – Additional CMS FFRDC Services, IAW

SOW, as ordered by Task Orders $100 Million

OPTIONAL – Additional CMS FFRDC Services, IAW

SOW, as ordered by Task Orders $100 Million

OPTIONAL – Additional CMS FFRDC Services, IAW

SOW, as ordered by Task Orders $100 million

NOTE: *As described under the Ordering Period in section F.2

B.2 BRIEF DESCRIPTION OF SERVICES

The purpose of this contract is to establish a sponsoring agreement for the Centers for Medicare

& Medicaid Services (CMS) Federally Funded Research and Development Center (FFRDC).

This contract will provide strategic, technical, and program management advice, guidance and support services to CMS under the guidance and oversight of the Planning & Performance

Management & Analysis Staff, to facilitate the modernization of business processes and supporting systems and their operations.

B.3 TYPE OF CONTRACT

This is a single award indefinite delivery/indefinite quantity (IDIQ) contract with provisions for pricing arrangements including, but not limited to, cost-plus-fixed-fee (CPFF), cost-plus-award-fee (CPAF), cost-plus-incentive-fee (CPIF), firm-fixed-price (FFP), firm fixed price award fee

(FFPAF), time and materials (T&M) and labor hour (LH). Specific tasks and/or work to be performed, will be detailed in, and solicited by, individual task orders issued under this IDIQ contract.

B.4 DETERMINATION OF ORDER TYPE

Each Task Order Request for Proposal (TORP) sent to the Contractor will state the pricing mechanism deemed appropriate by the Government for that task order. The type of order is subject to negotiations.

B.5 MIMIMUM AND MAXIMUM QUANTITIES

During the contract period of performance (including any options exercised), the Government shall place orders with the contractor totaling a minimum of $25,000.00 (inclusive of all costs and fee) over the life of the contract.

The maximum FFRDC IDIQ amount (i.e., the maximum ceiling across all FFRDC task orders) shall not exceed $1 Billon (inclusive of all costs and fee) over the life of the contract.

Additionally, the government has the right to increase the contract ceiling in the event that the ceiling is reached prior to the end of the period of performance. The ceiling can be increased in

$100 Million increments by exercising the numbered line items, identified in the Schedule as optional items, for additional services.

B.6 MATERIAL/TRAVEL/OTHER DIRECT COST (COST REIMBURSEMENT

TASK ORDERS)

These items will not be separately priced in this contract, but will be set forth, when applicable, in each task order.

B.7 FIXED FEE (COST REIMBURSEMENT TASK ORDERS)

The fixed fee will be negotiated on a task order by task order basis as appropriate

B.8 BASE/FIXED FEE PAYMENT SCHEDULE (COST REIMBURSEMENT TASK

ORDERS)

The base or fixed fee (as applicable) set forth in each individual CPAF or CPFF task order under this contract will be paid in installments at the time of each monthly provisional payment.

Unless otherwise indicated in individual task orders, the amount of each such base or fixed fee installment shall be paid at the same ratio as the total base/fixed fee is to total estimated costs.

NOTE: The payment of fixed fee is subject to the withholding provisions of FAR 52.216-8, entitled Fixed Fee. Any balance of fixed fee shall be paid to the contractor at the time specified in FAR 52.216-8.

B.9 AWARD FEE (COST PLUS AWARD FEE TASK ORDERS)

Should an award fee type task order be issued (i.e., Cost Plus Award Fee or Fixed Price Award

Fee), the amount of award fee the Contractor earns, if any, is based on an evaluation by the

Government of the quality of the Contractor‘s performance. This will be accomplished in accordance with a Performance Evaluation Plan established for individual CPAF task orders.

The Government will determine the amount of award fee as determined in the plan. NOTE: The determination of the award fee amount and the award fee methodology are unilateral decisions made solely at the discretion of the Government. The Government may unilaterally change the

Performance Evaluation 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.

B.10 INCENTIVE FEE

Should an incentive fee type task order be issued (i.e., Cost Plus Incentive Fee or Fixed Price

Incentive Fee), the amount of incentive fee the Contractor earns, if any, is based on an evaluation by the Government of the quality of the Contractor‘s performance or cost control parameters or delivery schedule incentives. This will be accomplished in accordance with an Incentive Plan established for individual CPIF task orders. The Government will determine the amount of incentive fee as determined in the plan.

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Statement of Work

The Statement of Work provides requirements which the Contractor is expected to accomplish to meet minimum contract needs. Specific tasks and/or work to be performed, will be detailed in, and solicited by individual Task Order issued under this IDIQ contract and will be based on requirements as set forth in the Statement of Work, as well as in each applicable Task Order.

The IDIQ contract SOW is hereby provided as attachment J-1.

C.2 Tasks Performed for Federal Agencies Other than the CMS Sponsors

The CMS Federally Funded Research and Development Center shall not use its privileged information of access to compete with the private sector. However, ,the CMS FFRDC may perform work for HHS and its Operating Divisions provided that such work is in compliance with FAR 35.017-3 and the purpose, mission, general scope of effort or special competencies of the CMS FFRDC as specified in the contract and sponsoring agreement.

C.3 Contractor Quality Control (QC) and Quality Assurance (QA)

The contractor shall establish as an independent function, a quality program that encompasses all aspects of the contract including Task Orders issued hereunder. The contractor shall ensure the

Government‘s interests are protected through this clearly separate entity that is independent of site management as concerns the FFRDC QC/QA Program. The QC Manager shall have sufficient, well-defined responsibility, authority, and the organizational freedom to identify and evaluate quality problems and to initiate, recommendations, and provide solutions. Personnel performing management functions shall have distinct, well-defined, duties and responsibilities within the quality program. The contractor shall implement the quality program in accordance with the Contractor‘s Quality Control Plan. The Plan shall be provided with the contractor‘s initial proposal. A Contractor QC Plan may be prepared for each Task Order and a copy shall be provided to the COR.

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 the Statement of Work, and any additional requirements set forth in individual task orders.

SECTION E - INSPECTION AND ACCEPTANCE

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

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

http://www.arnet.gov/far/

NUMBER TITLE DATE

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 COR and Task Leader are duly authorized representatives of the

Government and are 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 APPOVALS BY THE PROJECT OFFICE/GOVERNMENT TASK LEADER

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

SECTION F - DELIVERIES OR PERFORMANCE

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

This contract incorporates one or more clauses/provisions 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/these address (es):

52.242-15 STOP WORK ORDER AUG 1989

52.242-15 STOP WORK ORDER (ALTERNATE I) APR 1984

52.242-17 GOVERNMENT DELAY OF WORK APR 1984

F.2 ORDERING PERIOD

The work and services hereunder shall be completed as follows:

The Base Ordering Period shall be 5 years. The government has the right to increase the contract ceiling in $100 million increments in the event that the ceiling is reached prior to the end of the period of performance. The ceiling increases above the $1 Billon contract award ceiling may be authorized by the Government‘s right to unilaterally exercise the option for $100 million.

(Note: Actual dates will be included at contract award)

F.3 TIME AND PLACE OF DELIVERIES (TASK ORDERS)

(a) The deliverables to be furnished must be delivered in accordance with the delivery schedule as specified in each task order.

(b) Satisfactory performance of each task order under this contract shall be deemed to occur upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, in accordance with the stated delivery schedule of each task order.

F.4 LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE

The parties hereto agree that the Contractor personnel assigned for performance of this contract shall observe the following holiday and administrative leave allowance in the same manner as

CMS employees:

New Year's Day Columbus Day

Washington's Birthday Veterans' Day

Memorial Day Thanksgiving Day

Independence Day Christmas Day

Martin Luther King, Jr. Birthday Labor Day

Any other day designated by Federal Statute, Executive Order, or President's proclamation.

When any such day falls on a Saturday, the preceding Friday is observed, when any such day falls on a Sunday, the following Monday is observed. It is understood by both contractual parties that observance of each day by Government personnel shall not on-its-face cause for an additional period of performance or entitlement of compensation except as set forth within the contract, in the event the Contractors personnel work during a holiday, no form of holiday or other premium compensation shall be reimbursed either as a direct or indirect cost. However, this does not preclude reimbursement for authorized overtime work.

When CMS grants administrative leave to its Government employees, Contractor personnel assigned to CMS shall also be dismissed. However, the Contractor agrees to continue to provide sufficient personnel to perform round-the-clock requirements of critical tasks already in operation or scheduled and shall be guided by the instructions issued by the COR or his/her duly appointed alternate.

F.5 PLACE OF PERFORMANCE

The place of performance will be specified within each task order issued hereunder.

F.6 SCHEDULE OF DELIVERABLES

Deliverables and reporting requirements will be specified in each individual task order and discuss during the negotiation of each task order.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 TASK ORDER PROPOSALS

(a) Responses to Task Order Request for Proposal (TORP) for proposed task orders shall contain as a minimum the following:

(1) Technical Proposal: The Contracting Officer will determine the appropriate technical proposal elements to be required in order to ensure the contractor understands the nature of the work described in each task order. The Contracting Officer will tailor the proposal requirements for each order accordingly.

(2) Business proposal: Categories and amounts for labor, materials, travel, computer time, overhead and other direct costs are required.

a) The estimated direct labor dollars (broken out by hours and rates for each month of effort) for each individual proposed for the task order. The hours and rates shall be appropriate for the labor category/position title of each individual proposed.

b) Any applicable indirect loadings and fee shall be applied for cost reimbursement orders.

c) Proposed travel (if applicable) broken out into number of trips, number of travelers, and duration of trip (including transit time) for each destination. Cost detail shall be shown for all items including commercial transportation, daily per diem rates, personal mileage, daily car rental, etc.

d) An explanation and basis shall be provided for each item of "Other Direct Cost" proposed such as materials, reproduction costs, etc.

e) Conflict of Interest – Identify any potential, actual or apparent conflicts of interest and propose mitigation strategies.

(4) Past performance on earlier orders under the contract.

(5) Additional information may be requested in individual TORPs.

(b) The typical response time to TORPs will be 2 weeks; however, CMS reserves the right to adjust that time frame as appropriate.

G.2 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 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.3 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

G.4 DISSEMINATION, PUBLICATION & DISTRIBUTION OF INFORMATION

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.5 INDIRECT COST – PROVISIONAL RATES (May be incorporated into contract or task order)

a) Pursuant to the provisions of FAR 52.216-07 (DEC 2002) entitled "Allowable Cost &

Payment," 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 at:

Centers for Medicare and Medicaid Services

Acquisition and Grants Group

Division of Information Technology Contracts

Attn: Candice Savoy, Contracting Officer, Mailstop TBD

7500 Security Boulevard

Baltimore, Maryland 21244-1850

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, provisional rates may, at the request of either party, be revised by mutual agreement. NOTE:

Rates established below shall be used in all subsequent task orders.

TYPE COST CENTER RATE PERIOD RATE BASE

Provisional Fringe (A)

Provisional Overhead (B)

Provisional G&A (C)

Provisional Material Handling (D)

Provisional Other (E)

Notes:

(A) applied to:

(B) applied to:

(C) applied to:

(D) applied to:

(E) applied to:

G.6 PAYMENT SELECTED ITEMS OF COST REIMBURSEMENT CONTRACTS

(a) Travel Costs (Including Foreign Travel)

The Contractor shall be reimbursed for travel costs in accordance with FAR 31.205-46.

(b) Per Diem

Expenses for subsistence and lodging shall be reimbursed to the Contractor only to the extent where overnight stay is necessary for performance under this contract. Incurred costs shall be considered to be reasonable and allowable 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 Federal Travel

Regulations. See FAR 31.205-46(2).

(c) Cost of Materials

The cost of materials furnished or used under this contract shall be reimbursed in accordance with paragraph (b) of the clause entitled "Allowable Costs (FAR 52.216-07)" for cost reimbursement contracts and FAR 31.205-26. Expendable material costs for items such as office supplies, report paper, etc., and tools of the trade shall be considered to be included in the contractor's indirect cost pools. The Contractor shall be required to support all material costs claimed.

(d) Direct Charge Relocation Costs

In accordance with FAR 31.205-35, relocation costs, either direct charged or included in the contractor's indirect cost pools, associated with an individual not completing a term of service equal to one year working under this contract shall be an unallowable cost under this contract

G.7 ACCOUNTING AND APPROPRIATION DATA

Completed at time of award.

G.8 INVOICING AND PAYMENT

a. Submission of Invoices for Payment

(1) Invoices shall be prepared and submitted as follows:(Specific billing instructions on cost reimbursement task orders will be provided at task order award)

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

Department of Health and Human Services

Centers for Medicare & Medicaid Services

OFM/Division of Accounting Operations

P .O. BOX 7520

Baltimore, Maryland 21207-0520

For Overnight Delivery:

Department of Health and Human Services

OFM/Division of Accounting Operations

7500 Security Blvd., Mailstop C3-09-27

(b) One (1) copy shall be sent to the COR

(c) Content of Invoice (If Applicable):

(i) Contractor's name and invoice date.

(ii) Contract number or other authorization for delivery of property and/or services.

(iii) Description, cost or price and quantity of property and/or services actually delivered or rendered.

(iv) Shipping and payment terms.

(v) Other substantiating documentation or information as required by the contract.

(vi) Period of performance or delivery date of goods or services provided.

b. Invoice Payment

(1) In accordance with FAR 52.232-33 (OCT 2003), the Centers for Medicare and Medicaid

Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7 (APR 2008), 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) Reimbursement for invoices submitted under this contract shall be made no later than thirty

(30) days after receipt of the original invoice and requested copies from the contractor at the paying office designated in Section A above.

(3) Payment will be authorized after the Division of Accounting Operations has audited the invoice for adherence to Federal regulations. This audit includes certification of the invoice by the COR and verification that the invoice amount is consistent with the payment schedule as set forth in each task 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 contractor for corrections.

c. Interest on Overdue Payment

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

(2) Determination 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.9 METHOD OF PAYMENT

a. Payment under this contract will be made by the Government by electronic funds transfer through the Automated Clearing House (ACH).

b. In the event the Contractor, during the performance of this contract, elects to designate a different financial institution for the receipt of any payment made using electronic funds transfer procedures; or a different method of payment, notification of such change and the required information must be received by the appropriate Contracting Officer 30 days prior to the date such change is to become effective.

c. The documents furnishing the information must be dated and contain the signature, title, and telephone number of the Contractor's official authorized to provide it, as well as the

Contractor's name and contract number.

d. Any changes shall be furnished to the Contracting Officer. It is the Contractor's responsibility to furnish the changes promptly to avoid payment to erroneous addresses or bank accounts, or delays in payments otherwise properly due

G.10 CONTRACTING OFFICER RESPONSIBILITY

In accordance with HHSAR 352.202-1 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.11 CONTRACTING OFFICER’S REPRESENTATIVE (COR)/GOVERNMENT

TASK LEADER (GTL)

The following Contracting Officer‘s Representative (COR) will represent the Government for the purpose of this contract:

[TBD]

The Contracting Officer‘s Representative (COR) is responsible for: (1) monitoring the

Contractor's technical progress, including the surveillance and assessment of performance and compliance with all substantive project objectives; (2) interpreting the statement of work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; (5) assisting in the resolution of technical problems encountered during performance; and (6) providing technical direction in accordance with Section G-14; and, (7)reviewing of invoices/vouchers.

The COR does not have authority to act as agent of the Government under this contract. Only the

Contracting Officer has authority to: (1) direct or negotiate any changes in the statement of work;

(2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Contractor any costs incurred during the performance of this contract; or

(5) otherwise change any terms and conditions of this contract.

The Government may unilaterally change its Contracting Officer‘s Technical Representative

(COR) designation. Government Task Leaders (GTLS) may assist the COR. GTLs will be assigned for each task order award. The GTL(s) will have the authority to provide technical direction as it relates to their specific task order and will be responsible for: (1) monitoring the

Contractor's technical progress, including the surveillance and assessment of performance and compliance with all substantive project objectives; (2) interpreting the statement of work and any other technical performance requirements; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; (5) assisting in the resolution of technical problems encountered during performance; and (6) reviewing of invoices/vouchers

G.12 CONTRACTOR’S PROGRAM MANAGER

TBD will serve as the FFRDC‘s Program Manager. It will be his/her 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 Program Manager.

G.13 TECHNICAL DIRECTION

a. Technical Direction includes:

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 Scope of Work stated in the contract or task order. The Contracting Officer‘s Representative (COR)/Government Task Leader (GTL) does not have the authority to and may not issue any technical directions which:

Constitutes an assignment of additional work outside the general Scope of Work of the

Constitutes a change as defined in the applicable Changes clause corresponding to the pricing type of the task order.

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

Changes any of the expressed terms, conditions, or specifications of the contract.

c. All technical direction shall be issued in writing by the COR/GTL 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 COR/GTL 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/GTL is within one of the categories as defined in (b) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after the receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract, accordingly. Upon receiving such notification from the Contractor, the Contracting Officer shall issue an appropriate contract modification or advise the Contractor in writing that, in his/her opinion, the technical direction is within the scope of this contract. The Contractor shall thereupon proceed immediately with the instructions or direction or upon the contract action to be taken with respect thereto and shall be subject to the provision of the contract clause entitled

"Disputes."

G.14 SUBCONTRACT CONSENT

(a) To facilitate the review of a proposed subcontract by the COR 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 COR'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): (To Be Determined)

G.15 GOVERNMENT FURNISHED PROPERTY

Pursuant to FAR Part 45 - Government Property and Clause 52.245-1 (AUG 2010), of this contract, the Government will furnish for performance of the work required herein, items as specified in individual Task Orders.

G.16 DESIGNATION OF PROPERTY ADMINISTRATOR

The CMS Property Administrator, Administrative Services Group, Office of Property and Space

Management at (410)786-3346, 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).

G.17 CORRESPONDENCE PROCEDURES

To promote timely and effective administration (except for invoices/public vouchers, technical progress reports, deliverables) correspondence submitted under this contract 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

COR, with an information copy of the basic correspondence to the Contracting Officer.

b. Other Correspondence-All other correspondence shall be addressed to the Contracting Officer, with information copies of the basic correspondence to the COR.

c. Subject Lines-All correspondence shall contain a subject line, commencing with the Contract

Number and assigning consecutive numbers (serial numbers to permit accountability), as illustrated below:

Subject: Contract No.

Contractor‘s Name

Request for Subcontract Approval

G.18 CONTRACTOR PERFORMANCE EVALUATION(S)

In accordance with Federal Acquisition Regulation (FAR) 42.15, CMS will complete annual and final contractor performance evaluations. Annual evaluations will be prepared to coincide with the anniversary date of the contract. Additional interim performance evaluations may be prepared at Contracting Officer discretion, as necessary. Final performance evaluations will be completed upon contract expiration.

CMS will utilize the Contractor Performance Assessment Reporting System (CPARS) in order to execute annual and final contractor performance evaluations. CPARS is a secure Internet website located at http://www.cpars.csd.disa.mil/cparsmain.htm. CMS will register the contractor in

CPARS upon receipt of the name and email address of two (2) individuals who will be responsible for serving as the Contractor‘s primary and alternate CPARS contacts. Once CMS registers the contractor in CPARS, the Contractor will receive an automated CPARS email message that contains User IDs and instructions for creating a password.

Once a performance evaluation is issued, the Contractor‘s primary and alternate CPARS contact will receive an email instructing them to logon to CPARS in order to review the performance evaluation. The Contractor has 30 days from the date of performance evaluation issuance in which to review the evaluation. If the Contractor is in agreement with the performance evaluation outcome, the evaluation becomes final. Should the Contractor be in disagreement with the performance evaluation outcome, rebuttal comments must be submitted via the CPARS within 30 days from date the evaluation was issued by CMS. Any disagreement between the http://www.cpars.csd.disa.mil/cparsmain.htm

Contracting Officer and the Contractor will be referred to the Deputy Director, CMS Office of

Acquisition and Grants Management, whose decision will be final.

Copies of each performance evaluation and contractor responses, if any, will be retained as part of the official contract file and will be used to support future award decisions. Evaluations will also be stored for a 3-year period in the Past Performance Information Retrieval System (PPIRS) at www.ppirs.gov.

Contractors may obtain CPARS training material and register for on-line training at http://www.cpars.csd.disa.mil/allapps/cpcbtdlf.htm. There is no fee for registration or use of the

CPARS.

Additionally, CMS will establish metrics to assess and measure the value and effectiveness of the FFRDC to agency operations…lift language from talking points we sent to Andi – I cannot open document up from home.

http://www.ppirs.gov/ http://www.cpars.csd.disa.mil/allapps/cpcbtdlf.htm

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 HHSAR 352.242-70 KEY PERSONNEL (JAN 2006)

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.

The following individuals are considered key personnel under this contract:

NAME POSITION TITLE PHONE

TBD

H.2 HHSAR 352.224-70 PRIVACY ACT (JAN 2006)

This contract requires the Contractor to perform one or more of the following:

(a) design; (b) develop; or (c) operate a federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) [5 U.S.C. 552a(m)(1)] and applicable agency regulations. The term ‗‗system of records‘‘ means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. Violations of the Act by the Contractor and/or its employees may result in the imposition of criminal penalties [5 U.S.C. 552a(i)]. The Contractor shall ensure that each of its employees knows the prescribed rules of conduct and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as Department of Health and Human Services employees. These provisions also apply to all subcontracts the Contractor awards under this contract which require the design, development or operation of the designated system(s) of records [5 U.S.C. 552a(m)(1)]. The contract work statement: (a) identifies the system(s) of records and the design, development, or operation work the Contractor is to http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=browse_usc&docid=Cite:+5USC552a http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=browse_usc&docid=Cite:+5USC552a http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=browse_usc&docid=Cite:+5USC552a perform; and (b) specifies the disposition to be made of such records upon completion of contract performance.

H.3 CONDITIONS OF PERFORMANCE

In addition to the performance requirements of this contract set forth under Section C, Description/Specifications, Work Statement, 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.

H.4 ORGANIZATIONAL CONFLICTS OF INTEREST

A. General: In the operation of this FFRDC, the contractor may be provided access beyond that which is common to the normal contractual relationship, to Government and supplier data, including sensitive and proprietary data, and to Government employees and facilities needed to discharge its responsibilities efficiently and effectively. Because of this special relationship, it is essential that the FFRDC be operated in the public interest with objectivity and independence, be free from organizational conflicts of interest, and have full disclosure of its affairs to CMS.

B. Disclosure: The FFRDC must disclose all potential, apparent and actual conflicts of interest to the Contracting Officer during the term of the contract. The FFRDC must submit and adhere to an Organizational Conflict of Interest Plan (OCI Plan). In the OCI Plan, the FFRDC Contractor shall submit a disclosure statement that all work to be performed under this contract is free of conflicts of interest. The FFRDC Contractor shall have programs in place to identify, evaluate and mitigate all actual, apparent and potential conflicts of interest that preclude, or would appear to preclude, the Contractor from rendering impartial assistance or advice on work performed for this contract, or the Contractor‘s objectivity in performing the contract work is or might be otherwise impaired. The FFRDC is also responsible for determining if a conflict of interest exists with subcontractors at any tier and for ensuring that the subcontractor(s) has mitigated any potential, apparent or actual conflict of interest prior to the award, and during the term of any subcontract for furnishing supplies or services under the prime contract.

C. Compliance: The FFRDC is responsible for maintaining a program to ensure compliance with Section H.4. This program must include a plan to continuously monitor its compliance with and the compliance of its subcontractors with the conflict of interest requirements, and a description of how the contractor will identify, evaluate, resolve, avoid or neutralize conflicts of interest during the term of the contract. CMS reserves the right to perform a compliance audit if it is determined to be in the best interest of the Government to do so. The Contractor‘s

Organizational Conflict of Interest Plan must include Contractor‘s certification that all work to be performed under this contract is free of unresolved conflicts of interest. The OCI Plan will be incorporated into the contract after award.

D. Offerors that wish to be eligible for the award of the FFRDC, must submit an Organizational

Conflict of Interest Plan. The following information shall be disclosed in the OCI Plan:

1. A description of all business or contractual relationships or activities.

2. A description of the methods the Offeror or Contractor will apply to eliminate or avoid any situations that could be identified as a conflict of interest.

3. A description of the Offeror's or Contractor's program to monitor its compliance and the compliance of its proposed and actual subcontractors with the conflict of interest requirements as identified in the relevant solicitation.

4. A description of the Offeror's or Contractor's plans to contract with an independent auditor to conduct an annual conflict of interest audit.

5. A description of all healthcare related contracts both government (local, state or federal) and nongovernment to include contracts with CMS and other government health care agencies held by the Contractor, its parent company, subsidiaries or other affiliated entities.

6. Corporate and organizational structure.

7. Any supplemental lines of business.

8. Financial interests in other entities, including the following:

a) Percentage of ownership in any other entity

b) Income generated from other sources

c) A description of all instances of any level of involvement in any business or contractual relationship or activities that may be viewed by a prudent business person as a conflict of interest

d) A list of current or known future contracts or arrangements, regardless of size, with any –

(i) Insurance organization or subcontractor of an insurance organization.

(ii) Institutional and non-institutional providers of services or other individuals or entities furnishing services for which payment may be made under the

Medicare program.

(iii) All the entities contracted with or with which arrangements are made to conduct business operations.

e) In the case of contracts or arrangements identified, include the dollar amount of the contracts or arrangements, the type of work performed, and the period of performance.

9. An affirmation, using language…