FFRDC RFP - Amendment 2 5-16-12 with track changes.pdf

RFP-CMS-FFRDC

Amendment 000002 5/16/12 i

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 HHS OPDIVS

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

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

E.2 INSPECTION AND ACCEPTANCE

E.3 APPROVALS BY THE COR/GTL

SECTION F – DELIVERIES OR PERFORMANCE

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

ii

G.1 TASK ORDER PROPOSALS

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

DISCS

G.3 DATA TO BE DELIVERED

G.4 INDIRECT COST – PROVISIONAL RATES (May be incorporated into contract or task order)

G.5 PAYMENT SELECTED ITEMS OF COST REIMBURSEMENT CONTRACTS

G.6 ACCOUNTING AND APPROPRIATION DATA

G.7 INVOICING AND PAYMENT

G.8 METHOD OF PAYMENT

G.9 CONTRACTING OFFICER RESPONSIBILITY

G.10 CONTRACTING OFFICER REPRESENTATIVE

(COR)/GOVERNMENT TASK LEADER (GTL)

G.11 CONTRACTOR’S PROGRAM MANAGER

G.12 TECHNICAL DIRECTION

G.13 SUBCONTRACT CONSENT

G.14 DESIGNATION OF PROPERTY ADMINISTRATOR

G.15 CORRESPONDENCE PROCEDURES

G.16 CONTRACTOR PERFORMANCE EVALUATION(S)

G.17 WITHHOLDING OF CONTRACTOR PAYMENTS

G.18 INCREMENTAL FUNDING

G.19 SERVICE OF CONSULTANTS/SUBCONTRACTORS

SECTION H – SPECIAL CONTRACT REQUIREMENTS

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

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

H.3 CONDITIONS FOR PERFORMANCE

H.4 ORGANIZATIONAL CONFLICTS OF INTEREST

H.5 HIPPA – BUSINESS ASSOCIATE PROVISION II

H.6 SECTION 508 – ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY

H.7 REHABILITATION ACT, SECTION 508, ACCESSIBLITY STANDARDS

H.8 RESTRICTIONS ON THE USE OF INFORMATION

H.9 CODE OF CONDUCT

H.10 WORK PERFORMED OUTSIDE OF THE UNITED STATES AND ITS

TERRITORIES

H.11 SECURITY CLAUSE -BACKGROUND – INVESTIGATIONS for

CONTRACTOR PERSONNEL

H.12 SUBCONTRACTING REPORT

H.13 DATA USE AGREEMENT

SECTION I – CONTRACT CLAUSES

iii

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

I.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS

(HHSAR)

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

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

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

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

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

I.8 SUBCONTRACTS FOR COMMERCIAL ITEMS FAR 52.244-6 (JUN 2010)

I.9 ALTERATIONS IN CONTRACT FAR 52.252-4 (APR 1984)

I.10 UPDATESOF PUBLICLY AVAILABLE INFORMATIONREGARDING RESPONSIBILITY

MATTERS FAR 52.209-9 (JAN 2011)

I.11 FEDERAL INFORMATION SECURITY MANAGEMENT ACT (FISMA) CMS CLAUSE 11

(APR 2008)

I.12 OPTION TO INCREASE THE CEILING OF THE CONTRACT

I.13 MENTOR-PROTEGE PROGRAM HHSAR 352.219-70 (JAN 2010)

I.14 MENTOR-PROTEGE PROGRAM REPORTING REQUIREMENTS HHSAR 352.219-71

(JAN 2010)

SECTION J – LIST OF ATTACHMENTS

J.1 STATEMENT OF WORK

J.1.a DRAFT SPONSORING AGREEMENT J.2 TASK ORDER BUSINESS PROPOSAL TEMPLATE for J-4 and J-5

J.3 TASK ORDER BUSINESS PROPOSAL TEMPLATE FOR J-6

J.4 TASK ORDER – BENEFICIARY AND FAMILY CENTERED CARE SOW (BFCC)

J.5 TASK ORDER – INFORMATION TECHNOLOGY INFRASTRUCTURE MODERNIZATION

STRATEGY DEVELOPMENT SOW (ITMSD)

J.6 TASK ORDER – TRUSTED THIRD PARTY SOW (TTP)

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 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE FAR 52.252-1 (FEB

1998)

K.3 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION FAR 52.203-2 (APR 1985)

K.4 TAXPAYER IDENTIFICATION FAR 52.204-3 (OCT 1998)

K.5 ANNUAL REPRESENTATIONS AND CERTIFICATIONS FAR 52.204-8 (MAR 2012)

K.6 PART IV – REPRESENTATIONS AND INSTRUCTIONS (FINANCIAL INFORMATION)

iv

K.7 CERTIFICATION REGARDING RESPONSIBILITY MATTERS FAR 52.209-5 (APR 2010)

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

K.9 INFORMATION REGARDING RESPONSIBILITY MATTERS 52.209-7 (FEB 2011)

K.10 SMALL BUSINESS PROGRAM REPRESENTATIONS FAR 52.219-1 (APR 2011)

K.11 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION 52.230-1 (OCT

2008)

K.12 PROPOSAL DISCLOSURE—COST ACCOUNTING PRACTICE CHANGES 52.230-7 (APR

2005)

SECTION L – PROPOSAL INSTRUCTIONS

L.1 SOLICITATION PROVISIONS INCORPORATED BY REFFERENCE FAR 52.252-1 (FEB

1998)

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

2004)

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

L.4 SERVICE OF PROTEST FAR 52.233-2 (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 IDENTIFICATION OF UNCOMPENSATED OVERTIME FAR 52.237-10 (OCT 1997)

L.12 GENERAL PROPOSAL INSTRUCTIONS FOR A SINGLE INDEFINITE DELIVERY

INDEFINITE QUANTITY (IDIQ) FFRDC CONTRACT AND THREE TASK ORDERS

L.13 PROPOSAL ORGANIZATION

L.14 PROPOSAL PRESENTATION AND DELIVERY

L.15 TECHNICAL PROPOSAL INSTRUCTIONS

L.16 BUSINESS PROPOSAL INSTRUCTIONS

L.17 PAST PEFROMANCE

L.18 CONFLICT OF INTERST AND COMPLIANCE PROGRAM ORGANIZATION

L.19 CONFLICT OF INTEREST AND COMPLIANCE PROGRAM PROPOSAL INSTRUCTIONS

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 GENERAL

M.2 TECHNICAL EVALUATION

M.3 BUSINESS PROPOSAL EVALUATION

M.4 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES

M.5 EVALUATION OF ORGANIZATIONAL CONFLICTS OF INTEREST PLAN

M.6 SMALL DISADVANTAGED BUSINESS UTLIZATION

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SCHEDULE OF SERVICES

CLIN* DESCRIPTION ESTIMATED CEILING

0001 CMS FFRDC Services, in accordance with SOW, as ordered by Task Orders for the Ordering Period $1 Billion

0002 OPTIONAL – Additional CMS FFRDC Services, IAW SOW, as ordered by Task Orders $100 Million

0003 OPTIONAL – Additional CMS FFRDC Services, IAW SOW, as ordered by Task Orders $100 Million

0004 OPTIONAL – Additional CMS FFRDC Services, IAW SOW, as ordered by Task Orders $100 Million

0005 OPTIONAL – Additional CMS FFRDC Services, IAW SOW, as ordered by Task Orders $100 Million

0006 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 single award Indefinite Delivery Indefinite Quantity (IDIQ) contract 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 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, firm-fixed-price (FFP) and cost-reimbursement type pricing arrangements. 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 not to exceed $1.5 Billion.

B.6 MATERIAL/TRAVEL/OTHER DIRECT COST (COST REIMBURSEMENT TASK ORDERS)

These items will not be separately priced the umbrella IDIQ 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.

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 each incentive fee task order. 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 HHS OPDIVS

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 included herein.

This IDIQ will be made available to:

• Centers for Medicare and Medicaid Services

• Department of Health and Human Services (HHS)

• All Operating Divisions under HHS, including

- Administration for Children and Families (ACF)

- Administration on Children, Youth and Families (ACYF)

- Administration on Aging (AoA)

- Agency for Healthcare Research and Quality (AHRQ)

- Agency for Toxic Substances and Disease Registry (ATSDR)

- Centers for Disease Control and Prevention (CDC)

- Food and Drug Administration (FDA)

- Health Resources and Services Administration (HRSA)

- Indian Health Service (IHS)

- National Institutes of Health (NIH)

- National Cancer Institute (NCI)

- Office of the Inspector General (OIG)

- Substance Abuse and Mental Health Services Administration (SAMHSA).

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 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 contract provision may be accessed electronically at this address:

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 Materials 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 Contracting Officer Representative (COR) and Task Leader (GTL) 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 CONTRACTING OFFICER REPRESENTATIVE/GOVERNMENT TASK

LEADER

All items to be delivered to the COR/GTL will be deemed to have been approved thirty (30) calendar days after date of delivery, except as otherwise specified in this contract or the applicable task order, 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 and as specified in individual task orders.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-2 (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 address:

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/HHS 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

This also includes 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 discussed during the negotiation of each task order.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 TASK ORDER PROPOSALS

(a) Supplies or services to be furnished under this contract shall be furnished at such times as ordered by the award of task orders. The Contracting Officer is the only individual that has the authority to award Task Orders.

(b) All task orders issued hereunder are subject to the terms and conditions of the IDIQ umbrella contract. Additional Task Order terms and conditions may be required and will be identified in the individual Task Order Request for Proposal (TORP). The IDIQ umbrella contract shall control in the event of conflict with any Task Order. The Contracting Officer shall consider a Task Order “issued” upon the effective date of the order and signature.

(c) 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.

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

(d) 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 is 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 contract.

G.4 INDIRECT COST – PROVISIONAL RATES (May be incorporated into contract or task order)

a) Pursuant to the provisions of FAR 52.216-07 (JUN 2011) 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 Office of Acquisition and Grants Management Attn: Candice Savoy, Contracting Officer, Mailstop B3-05-06 7111 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 TBD

Example: Fringe, Overhead, G&A, etc.

TBD TBD (A) TBD

Provisional (B) Provisional (C) Provisional (D) Provisional (E) Notes:

(A) applied to:TBD

(B) applied to:

(C) applied to:

(D) applied to:

(E) applied to:

G.5 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 Travel Costs.

(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 Material Costs. 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, relocation costs either directly 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.6 ACCOUNTING AND APPROPRIATION DATA

Completed at time of award.

G.7 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 Centers for Medicare & Medicaid 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 Payment by Electronic Funds Transfer—Central Contractor Registration, the Centers for Medicare and Medicaid Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7 Central Contractor Registration, 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.8 METHOD OF PAYMENT

In accordance with FAR 52.232-33, Payment by Electronic Funds Transfer – Central Contractor Registration (OCT 2003), the Centers for Medicare & Medicaid Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7, Central Contractor Registration (APR 2008), the contractor must register in the Central Contractor Registration (CCR) database.

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

G.9 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.10 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-13; 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 Representative (COR) designation. Government Task Leaders (GTL) 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.

G.11 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.12 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 contract.

• 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 COR/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.13 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 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 at time of award)

G.14 DESIGNATION OF PROPERTY ADMINISTRATOR

The CMS Property Administrator, Elias Bouloubassis, Office of Property and Space Management at (410)786-5514, 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.15 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.16 CONTRACTOR PERFORMANCE EVALUATION(S)

In accordance with 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 the 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 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 a metrics and performance measures to assess the value and effectiveness of the FFRDC to agency operations.

G.17 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.

G.18 INCREMENTAL FUNDING

The following will be incorporated into the Task Order(s) as necessary.

1. Sufficient funds are not presently available to cover the total estimated amount of this contract. In accordance with the Limitation of Funds clause, Far 52.232-22, initial funds will be obligated under the contract to cover the first increment of performance.

Additional funds are intended to be allotted to the contract by modification up to and including the full estimated cost of the contract, to accomplish the entire project. While it is the Government’s intention to incrementally fund this contract over the entire period of performance up to and including the full cost, the Government will not be obligated to reimburse the contractor for costs incurred in excess of the cumulative amount of the periodic allotments, nor will the contractor be obligated to perform in excess of the allotted amount.

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

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

G.19 SERVICE OF CONSULTANTS/SUBCONTRACTORS

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

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

Federal Acquisition Regulation (FAR) Clauses:

52.244-2 Subcontracts (OCT 2010)

52.244-5 Competition in Subcontracting (DEC 1996) 52.244-6 Subcontracts for Commercial Items and Commercial Components

(DEC 2010)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 KEY PERSONNEL HHSAR 352.242-70 (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, as defined in Attachment J-1 Statement of Work:

NAME POSITION TITLE PHONE

TBD Program Manager TBD Deputy Program Manager Contracts Manager

H.2 PRIVACY ACT HHSAR 352.224-70 (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 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 as an FFRDC. Because of this special relationship, it is essential that the FFRDC be operated, managed or administered by either a university or consortium of universities, other not-for-profit or nonprofit organization, or an industrial firm, as an autonomous organization or as an identifiably separate operating unit of a parent organization.

Additionally, the FFRDC must operate in the public interest with objectivity and independence, be free from organizational conflicts of interest, and have full disclosure of its affairs to CMS.

The Contracting Officer shall not enter into a contract with an Offeror or maintain a contract with a Contractor that the Contracting Officer determines has, or has the potential for, a conflict of interest.

b. Disclosure: Contractors must disclose all actual, apparent and potential conflicts of interest to the Contracting Officer during the term of the contract in accordance with paragraph H.4.c. below. The 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 where Contractor’s objectivity in performing the contract work is or might be otherwise impaired, where or the Contractor has or obtains an unfair competitive advantage. The Contractor’s Conflict of Interest Certificate, that includes the Contractor’s plan to mitigate all actual, apparent and potential conflicts of interest identified during the term of the contract and certification that all work to be performed under this contract is free of unresolved conflicts of interest will be incorporated into the contract after award.

c. Conflict of interest identification:

1. Definitions: As used in this subpart, the following definitions apply:

(a) Financial relationship means—

(1) A direct or indirect ownership or investment interest (including an option or nonvested interest) in any entity that exists through equity, debt, or other means and includes any indirect ownership or investment interest no matter how many levels removed from a direct interest; or

(2) A compensation arrangement with an entity.

(b) Conflict of interest—

Conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

For purposes of this FFRDC, the activities and relationships described include those of the Offeror or Contractor itself and other business related to it and those of officers, directors (including medical directors), managers, and subcontractors.

(c) Affiliate –

Affliate means associated business concerns or individuals if, either directly or indirectly—

(1) One controls or has the power to control or influence the other; or

(2) A third party controls or can influence or control both.

For purposes of this FFRDC, affiliate control or influence includes, but is not limited to:

• interlocking management or ownership;

• identity of interests among family members;

• shared facilities and equipment;

• common use of employees; or,

• a business concern organized just prior to, or immediately following, the release of a solicitation or request for information, which has the same or similar management, ownership, or principal employees as the offeror or contractor.

Any business concern may be found to be an affiliate, whether or not it is organized for profit or located in the United States or its outlying areas. Control may be affirmative or negative and it is immaterial whether it is exercised so long as the power to control exists.

2. Identification of conflict:

(a) The Contracting Officer determines that an Offeror or Contractor has a conflict of interest, or the potential for the conflict exists, if-

(1) The Offeror or Contractor is an entity…