FFRDCs Q As Second Round.pdf

1. Page 21, H.4.a “Because of this special relationship, it is essential that the FFRDC be operated, managed, or administered by…as an autonomous unit or as an identifiably separate operating unit of a parent organization”

• If a company submits an Offer in the name of the corporation, with the intent that an un-incorporated, identifiably separate operating unit will be solely devoted to performing the FFRDC work, will the corporation and subsidiaries of the corporation operating in its non-FFRDC operations, be precluded from pursuing any additional, competitive, non-FFRDC government contract work? Does this pose a conflict of interest? If so, does this pose a conflict of interest that cannot be mitigated?

Answer: It is CMS’ intent that the FFRDC be operated as an autonomous organization or identifiable separate operating unit of a parent organization under a strict conflict of interest regime to prevent the influence of the parent company, which could undermine the objectivity of the FFRDC organization. Non-FFRDC work of the parent company shall not undermine the independence, objectivity, or credibility of the FFRDC by posing an actual or perceived conflict of interest, nor shall it detract from the performance of FFRDC work.

• Does an unincorporated operating unit of a corporation qualify as an identifiably separate operating unit or autonomous organization for purposes of the solicitation?

Answer: No.

• Would a wholly owned subsidiary of a non-profit corporation be eligible for award under the contract?

Answer: Yes.

2. Page 24, H.4.a “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”.

There is language under Section M.2.e that states “CMS will not enter into a contract with an entity that CMS determines has, or has the potential for, an unresolved organizational conflict of interest.” Can the government clarify what is meant by an “unresolved” organizational conflict of interest? Does that mean a conflict that an offeror has identified but for which it failed to propose a plan for mitigation? Does that mean a conflict that an offeror has identified, but for which the government believes it has failed to adequately mitigate? Further, does the government intend for the language cited under section H.4.a to be interpreted the same way as section M.2.e, in that the Contacting Officer shall not enter into or maintain a contract with an offeror with an “unresolved” conflict of interest? If so, will the government amend the language of that section?

Answer: An “unresolved” conflict of interest is one that CMS believes has not been satisfactorily avoided, neutralized or mitigated in accordance with FAR 9.504(a).

The RFP will be amended to update Section H.4.a to clarify unresolved conflicts of interest.

3. Page 24, H.4.c.2.(c)(2) “Competes for Government Contracts other than FFRDC efforts.

This applies to affiliates, but does not apply to any parent organization or other subsidiary of the parent organization in its non-FFRDC operations if such an organization is not an affiliate.”

If the offeror did not pursue any non-FFRDC CMS/HHS work, would that be sufficient to preclude the parent and any subsidiaries from being deemed an affiliate of the FFRDC operating unit? Would a firewall that prevented the parent from pursuing any additional non FFRDC CMS/HHS work be sufficient to preclude an identifiably separate operating unit from being deemed an affiliate? What other safeguards would the government require in order for a unincorporated, identifiably separate operating unit not to be deemed an affiliate?

Answer: An offeror that does not pursue a non-FFRDC work does not preclude the parent and any subsidiaries from being deemed an affiliate of the FFRDC operation unit.

An affiliate is defined as:

An 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.

4. Page 92, L.17 “The Offeror ” can reference performance history from predecessor companies, key personnel with relevant experience or subcontractors will perform major portion of the work.” FAR 15.305(a)(2)(iii) specifies that the agency “should take into account past performance information regarding predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirement when such information is relevant to the instant acquisition.”

Request the government amend section M. 2. d. Evaluation of Past Performance to reflect that the government shall consider past performance history from predecessor companies, key personnel or subcontractors as part of its past performance evaluation.

Request the government confirm that it will be evaluating this data in accordance with the cited FAR. Request the government clarify what it means by “predecessor companies.”

Answer: Offerors are free to cite predecessor experience. CMS will evaluate past performance in accordance with section M.

The word “predecessor” is not defined in the FAR. FAR 1.108 (a) says that if the word isn’t specifically defined in the FAR, then the common dictionary meaning applies.

5. Page 85, L.15.1, With regard to Corporate Experience, this section requires the Offeror shall demonstrate what appears to indicate the corporate experience of the offeror, but with no reference to the experience of predecessor companies, key personnel with relevant experience, or subcontractors that will perform a major portion of the work.

Will the government evaluate such information in support of the offeror’s Corporate Experience proposal?

Answer: Yes, the government will evaluated the Corporate Experience of the parent company, key personnel with relevant experience and subcontractors.

6. Page 97, M.2.d For the purposes of evaluating an offerors’ past performance, how is

CMS defining the offeror? Is it limited to solely the entity submitting the proposal or does it include predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirement?

Answer: The government will evaluate the past performance of the parent company, key personnel with relevant experience and subcontractors.

7. Page 91 and 92, L.19 “The Offerors must disclose all contracts, both government (local, state and federal) and non-government currently held with CMS, other government health care agencies, or with non-government entities, . . . “ and “All proposed subcontractor(s) must disclose to the Prime contractor all contracts, both government

(local, state and Federal) and non-government, currently held as Prime and/or as a Subcontractor, at the same level of detail required under (a) through (g) as stated above.”

Regarding the RFP text referenced, and in accordance with the answer to question 9, as provided with the release of RFP Amendment 2, we believe that CMS also intends that disclosure of contracts by subcontractor teaming partners is also limited to the subcontractor’s contractual relationships with CMS, HHS, and non-government entities supporting CMS or HHS prime contracts. Please confirm that this is the case.

Answer: Yes.

8. Page 86 If subcontractors desire to submit separate sealed proposals containing proprietary information, they must use the same cost proposal format as described in Section J.2.

If a prime contractor anticipates entering into a T&M subcontract, may the sealed subcontractor pricing templates be modified accordingly to show only the cost buildup for each subcontractor labor rate, provided the same level of cost element detail is provided?

Answer: Yes

9. In L.12, L.13 and L14. Amendment 000002 revises the Business Volume requirements to include two volumes. L.14 requires submission of 1 original, 15 hard copies and 2 electronic copies of Business Volume I, and 1 original, 2 hard copies, and 2 electronic copies of Business Volume II.

Additionally the response to Q&A number 13 in Amendment 000002 states that the Conflict of Interest and Compliance Program Proposal is its own volume. However L.13 includes it as number 8, Conflict of Interest Plan in Business Volume II.

Request you clarify the following:

1) Is the Conflict of Interest and Compliance Program Proposal (L.18 and L.19) to be submitted in its own separate volume or is it to be submitted in Business Volume II? 2) If submitted as a separate volume, how many copies of each type( original, hard, electronic) are to be submitted?

Answer: Please provide the Conflict of Interest Plan in Business Volume II.