J-1-a FFRDC Sponsoring Agreement Draft.pdf

SPONSORING AGREEMENT

Between the Centers for Medicare & Medicaid Services (CMS) and [Contractor Name] to Operate the Health Federally Funded Research and Development Center (Health FFRDC)

I. PURPOSE OF THIS AGREEMENT

This Sponsoring Agreement (Agreement) sets forth the policies and requirements for the operation of the Centers for Medicare & Medicaid Services (CMS) Health Federally Funded Research and Development Center (Health FFRDC) by [Contractor Name]. The Health FFRDC will be operated by [Contractor Name] as an autonomous organization or an identifiable separate operating unit of a parent organization in support of CMS on behalf of the Secretary of the U.S. Department of Health and Human Services (HHS). The CMS Deputy Chief Operating Officer is the Primary Sponsor of this Agreement.

This Agreement is in compliance with Federal Acquisition Regulation (FAR) 35.017, Federally Funded Research and Development Centers.

This Agreement will be incorporated by reference into and made a part of the CMS contract with [Contractor Name] for the operation of the Health FFRDC (the Contract). If conflicts exist between this Agreement and the Contract, the Contract will take precedence.

Portions of this Agreement are based on Federal government-wide and CMS/HHS policies, and future changes in these policies could necessitate changes to this Agreement. This Agreement may be amended, and its provisions may be modified or waived, by mutual written agreement of the parties. Capitalized terms used within this Agreement will have the meanings ascribed to them in this Agreement or in the Contract.

II. PURPOSE AND MISSION OF THE FFRDC

The purpose of the FFRDC is to support achievement of the core missions of CMS and HHS by enabling CMS and other HHS Staff and Operating Divisions to access unbiased advice and assistance in the areas of policy, business, operations and technology, “neutral” strategic and tactical studies, analysis and proofs-of-concept of policy implications, business architecture, potential operations models and IT solution options from a trusted, objective and conflict-free source. As the Primary Agency Sponsor of the Health FFRDC, CMS will administer the FFRDC on behalf of CMS and HHS and its Staff and Operating Divisions. Any HHS component using the FFRDC is considered a Sponsor. The FFRDC will have access to sensitive and proprietary data, employees, installations, equipment, and real property. The establishment and operation of the FFRDC will be done within a framework of deep institutional knowledge, continuity of support, and corporate memory, which will promote and lead to an effective strategic relationship between the FFRDC and CMS/HHS. This long-term strategic relationship will enable the FFRDC to:

A. Develop and maintain in-depth knowledge of CMS and HHS programs, mission and operations.

B. Attract high-quality personnel to the FFRDC.

CMS Health FFRDC Sponsoring Agreement

C. Maintain continuity and currency in its special fields of expertise, and a high degree of competence in their staff and work.

D. Maintain its objectivity and independence.

E. Respond to current, emerging, and strategic needs of the Sponsor and its users.

F. Provide a quick response capability.

The FFRDC will support the CMS and HHS mission strategy and organizational transformation goals by:

A. Providing strategic, technical, health domain, and program management independent evaluation, expert advice, and guidance in support of CMS and HHS Programs.

B. Promoting fair and open competition for the development and delivery of Department capabilities by providing independent and objective technical expertise.

C. Providing conflict-free support to acquisition transformation.

D. Conducting independent assessments of proposed methods and technologies in context of the CMS and HHS mission objectives.

E. Analyzing, recommending, and providing objective oversight of solutions for resolving complex issues.

F. Researching methods and technologies to improve not only the current capabilities, but to establish a foundation adaptable to the changing needs of the healthcare environment.

G. Providing other capabilities, including economic analysis, independent security, and privacy assessments.

H. Responding rapidly to changing requirements for technical and professional resources.

I. Partnering with CMS and HHS in pursuit of excellence in public service, and sharing risks and responsibilities in achieving CMS and HHS strategic goals and missions.

The FFRDC will serve as a bridge between CMS/HHS and other government organizations charged with complimentary missions under statute and presidential directives. The FFRDC will also serve as a bridge between CMS/HHS and commercial and academic sectors where such efforts help the Government meet its missions.

The FFRDC will serve as a committed partner for CMS and HHS, whose central purpose will be to further the CMS and HHS missions and operational outcomes. The FFRDC will provide the necessary capabilities that are not available in-house or through commercial contract resources.

The FFRDC will, as required by contracts issued to it by CMS and HHS Staff and Operating Divisions, provide strategic, technical, health domain and program management independent evaluation and expert advice, guidance and support services for the FFRDC’s seven core task areas described in Section III of this Agreement.

III. SCOPE OF WORK

The FFRDC will provide strategic, technical, health domain, and program management independent evaluation, expert advice, and guidance to support CMS and HHS Programs.

The FFRDC’s seven core task areas are:

1. Strategic and tactical planning and analysis.

2. Conceptual planning and proof-of-concept.

3. Acquisition planning.

4. Organizational planning and relationship management.

5. Continuous process improvement.

6. Strategic technology evaluation.

7. Feasibility analysis and design.

The descriptions in the following sub-sections represent the detailed requirements for each of these work areas:

1. Task Area 1: Strategic and Tactical Planning and Analysis

a. Assist CMS with planning and development of future program policy.

b. Collaborate on the development and advancement of new legislative initiatives and improvements.

c. Support the Center for Medicare and Medicaid Innovation (CMMI).

d. Assist with managing and developing long term strategic plans for CMS.

i. Provide analytical support and information to help establish goals and direction.

ii. Conduct special studies.

iii. Analysis of CMS-wide planning issues.

e. Recommend and assist with implementing strategic cost-savings initiatives across the organization.

f. Conduct reviews and analysis of operating rules called for under legislation for administrative simplification.

g. Provide integrated implementation plans for major CMS initiatives.

h. Assist with the development and management of integrated strategic plans for major CMS initiatives including:

i. Support visioning by working with CMS groups individually and collectively to establish a shared vision and to further identify tactical initiatives aligned to the shared vision.

ii. Coordinate the groups’ vision and tactical plans toward a shared CMS Strategic Plan.

iii. Support development of transitional planning from the “as-is” architecture to the “to-be” vision state. This transitional planning would include identification of dependencies, interrelated issues, and unintended consequences across the groups.

iv. Support data and systems life-cycle planning.

v. Support development of communication to articulate the CMS Strategic Plan both within and outside CMS.

vi. Support to identify and consider impact of potential technical, security, and cost risks, and to help ensure that CMS considers risks appropriately in the planning process.

vii. Help identify performance measures and an evaluation process to ensure CMS spends strategic initiative funds wisely and delivers results.

i. Provide program evaluation and data set analysis leading to insight.

2. Task Area 2: Conceptual Planning and Proof-of-Concept

a. Concept of operations.

b. Alternative analysis.

c. Business analysis.

d. Business requirements.

e. Standard operating procedures.

f. Analytical support.

3. Task Area 3: Acquisition Assistance

a. Reviews and recommendations for current contract processes to include contract reform.

b. Technical guidance.

c. Serve on technical evaluation panels (TEPs).

d. Price and cost estimating.

e. Support and source selection evaluation.

i. Analysis of technical, management, and cost/price risks upon receipt of Contractor task proposals in response to TORPs.

ii. Assist with documentation in support of acquisition planning and RFP development including a Concept of Operations and Task Order(s) as well as other documentation as may be required.

4. Task Area 4: Organizational Planning and Relationship Management

a. Functional analysis: i.e., what is currently being performed, what needs to be performed, gap analysis and possible transition strategies.

b. Entity evaluation, assessment, and audit.

c. Portfolio, program, and project assessment: cost/benefit analysis.

d. Ability to connect effectively with internal and external partners.

5. Task Area 5: Strategic Technology Evaluation

a. Assessment of new technologies.

b. Advice on medical and technical innovation and health information technology matters.

c. Complete environment scanning to identify and evaluate emerging trends.

d. New product evaluations.

e. Trade studies.

6. Task Area 6: Continuous Process Improvement

a. Studies, recommendations and implementation of best practices.

b. Code reviews.

c. CMMI assessment.

d. Investment Life Cycle (ILC), including recently approved expedited Life Cycle (XLC) processes and/or quality reviews.

e. Practices and processes for contractor oversight.

f. Reviews and recommendations regarding document repository structure for availability throughout CMS.

g. Knowledge management.

h. Design and development of presentations, and conduct briefings across the CMS organization. Evaluation and critique of demonstrations given by other entities.

i. Oversight of the development and dissemination of publications, data analyses, graphics, and briefing materials related to health care issues.

7. Task Area 7: Feasibility Analysis and Design

a. Objective and rational evaluations to identify the strengths and weaknesses of existing business models or proposed initiatives or projects.

b. Studies to evaluate options in the context of technology, operations, schedule, cost, and benefits.

c. Development of reports of analysis findings and recommendations to support go/no-go decisions.

IV. POLICY

A. The Health FFRDC will maintain the resources and capabilities necessary to address any issue consistent with the FFRDC’s purpose, mission, and scope of work. The Health FFRDC will, as directed, work on highly sensitive projects and will strictly comply with the provisions of the National Industrial Security Program.

B. All HHS Staff and Operating Divisions are potential Sponsors of the Health FFRDC under this Agreement.

C. Proposals for work to be undertaken by the Health FFRDC may originate with any CMS/HHS sponsoring office or from within the FFRDC. Tasks may be initiated at any time during the fiscal year, and may extend over several fiscal years in accordance with the funding appropriation(s).

D. The Executive Sponsor will assure a reasonable continuity in the level of support to the Health FFRDC, consistent with CMS/HHS needs and the terms of this Agreement, and contingent on available funding, as required by the FAR 35.017-2, Establishing or changing an FFRDC.

E. The Health FFRDC Sponsors will provide access to classified and sensitive data, facilities, plans, and related information, including proprietary data, as necessary, to ensure that the FFRDC’s work takes full account of the best available information, including that which is not normally available to non-government organizations.

F. When necessary, the Health FFRDC may augment its in-house staff with other technical and analytic resources to obtain temporary access to specialized expertise within the organization in order to work on Sponsor problems. These resources will be subject to the same provisions and restrictions as the Health FFRDC.

G. The Health FFRDC independent research and development (IR&D) program will be used primarily to assist in building and maintaining research capabilities in support of the Health FFRDC mission, purpose, and scope of work, consistent with HHS-wide guidelines for IR&D activities.

H. This subsection applies to any members of the Health FFRDC parent organization who also serve as:

1. A member of a Board of Directors,

2. A member of a Board of Trustees,

3. An Overseer, or

4. A member of any similar governance board;

for any other for-profit or non-profit entity that provides professional services or conducts research and development in the healthcare or government services markets.

These members will not be permitted to:

1. Serve on panels reasonably related to the Health FFRDC,

2. Serve on committees or other entities reasonably related to the Health FFRDC, or

3. Vote on decisions reasonably related to the Health FFRDC;

unless such automatic recusal of said individual is waived by the Executive Sponsor.

V. RESPONSIBILITIES AND OVERSIGHT

A. Primary Sponsor

The CMS Deputy Chief Operating Officer is the Primary Sponsor of this Agreement. The Primary Sponsor:

1. Is responsible for ensuring the Health FFRDC is used for its intended purposes.

2. Determine whether to continue or terminate the sponsorship of the Health FFRDC upon completion of each five-year comprehensive review.

3. Designates the FFRDC Executive Steering Committee (FFRDC ESC) as the Executive Sponsor, to provide governance and oversight of the Health FFRDC, consistent with the terms of this Agreement, the Contract, and any additional policies and procedures established for operation and oversight of the Health FFRDC.

4. Designates the FFRDC Program Management Office (FFRDC PMO).

5. Designates the FFRDC Program Manager (FFRDC PM), and any replacements for this position.

B. Executive Sponsor

As the Executive Sponsor, the FFRDC ESC:

1. Is accountable to the Primary Sponsor for the Health FFRDC’s performance and objectives in accordance with this Agreement.

2. Develops and maintains the governance structure for the FFRDC program, including the Health FFRDC Charter and the Health FFRDC Management Plan.

3. Works with the Primary Sponsor and the FFRDC PMO to ensure the FFRDC remains aligned with CMS and HHS strategic needs, priorities, and interests.

4. Identifies ways to strengthen the strategic relationship between the Health FFRDC and its Sponsors.

5. Assists and advises the Primary Sponsor to ensure the Health FFRDC produces work consistent with this Agreement that is of high quality and value.

6. Ensures that individual Sponsors make appropriate use of the Health FFRDC.

7. Conducts an annual review of the Health FFRDC’s work to ensure that the program is applicable to CMS and HHS needs.

8. Justifies sponsorship of the Health FFRDC on at least an annual basis.

9. Conducts a comprehensive review of the Health FFRDC at least every five years.

C. FFRDC Program Management Office (FFRDC PMO)

The CMS FFRDC PMO, including the FFRDC Program Manager/Compliance Officer

(FFRDC PM):

1. Serves as a link between the Health FFRDC Sponsor community and [Contractor Name] management, and provides feedback on CMS/HHS needs, priorities, and interests.

2. Administers the day-to-day Health FFRDC relationship.

3. Ensures proper and effective use of the Health FFRDC, consistent with this Agreement and the FAR, by working closely with FFRDC leaders.

4. Monitors the mechanisms used by the requiring offices to ensure the appropriateness of the Health FFRDC efforts and activities.

5. Oversees implementation and execution of the Health Management Plan to ensure compliance.

6. Implement and monitor procedures for processing and managing task orders for all Health FFRDC users to ensure the appropriateness of FFRDC efforts and activities.

7. Coordinates an annual review of the Health FFRDC’s work to ensure that elements of the program are applicable to CMS’ needs.

8. Coordinates a comprehensive review of the Health FFRDC’s work at least every five years.

9. Assists FFRDC users by providing information on the Health FFRDC to other HHS Staff and Operating Divisions, as well as other potential users of the Health FFRDC.

10. Ensures the Health FFRDC receives access to government information needed to conduct approved FFRDC work. Ordinarily, Sponsors release classified, privileged, non-contractor, and sensitive material directly to the Health FFRDC.

D. CMS Contracting Activity

The CMS Office of Acquisition and Grants Management (OAGM) is the only contracting activity authorized to issue contract actions, unless otherwise delegated in writing by the CMS FFRDC Contracting Officer. The CMS Contracting Activity:

1. Is the only contracting activity authorized to alter terms and/or conditions of the Contract.

2. Negotiates task orders with the Health FFRDC, or delegates this authority to other Contracting Officers.

3. Works with the FFRDC PMO and the Sponsor Contracting Officer’s Representative (COR) to implement a mitigation plan for any conflicts of interest associated with the Health FFRDC as soon as conflicts, or the appearance of conflicts, are identified.

4. Recognizes and works with Contracting Officers from CMS, other HHS Sponsors, and Non-Sponsoring agencies.

5. Provides input for an annual review of the Health FFRDC’s work to the Executive Sponsor and FFRDC PMO.

6. Provides input for a comprehensive review of the Health FFRDC at least every five years.

E. Corporate and FFRDC Leadership

The Corporate and FFRDC Leadership:

1. Executes the Health FFRDC work and ensures quality control of FFRDC products.

2. Manages the operations of the Health FFRDC consistent with the provisions of the Contract, this Agreement, and [Contractor Name]’s corporate charter.

3. Develops and maintains research capabilities necessary to address any issue consistent with:

a. The Health FFRDC’s purpose, mission, and scope of work.

b. With Sponsor needs.

c. With the availability of funds.

4. Develops, on occasion, proposals for research, particularly on cross-cutting issues of interest to multiple Health FFRDC Sponsors.

5. Presents an Annual FFRDC Research Program Review, in conjunction with Sponsors, the Executive Sponsor, and the FFRDC PMO.

6. Identifies and resolves any problems related to FFRDC performance and direction by working closely with corresponding government leaders.

7. Maintains a written rigorous organizational and staff conflict-of-interest regimen in accordance with a conflict-of-interest policy reviewed and approved in writing by the Executive Sponsor. Only the Executive Sponsor, in conjunction with the CMS Contracting Activity, is authorized to approve any changes made to the Health FFRDC’s conflict-of-interest plan, or the parent corporation’s conflict-of-interest policy regarding the Health FFRDC. The approval of any such changes must be made in writing by the Executive Sponsor. The Corporate and FFRDC Leadership will report any actual or perceived conflicts of interest and their proposed disposition to the Contracting Officer and to the FFRDC PMO as soon as such conflicts are identified, who will in turn notify the Executive Sponsor.

VI. DETERMINING SUITABILITY OF WORK FOR THE HEALTH FFRDC

The FFRDC PMO, and when applicable, the Executive Sponsor, have joint responsibility for determining that a proposed task is appropriate for the Health FFRDC. Consideration will be given to several criteria, including:

A. Consistency with the Health FFRDC mission, purpose, and capabilities.

B. Consistency with the Health FFRDC’s core competencies, as summarized in Section III.

Core Competencies, of this Agreement. Changes in the details of the core competencies can only be made by agreement between the Health FFRDC and the Executive Sponsor.

C. Consistency with the FFRDC’s special relationship with its Sponsors, as evidenced by the need for one or more of the following:

1. Effective performance of objective, high-quality work on subjects integral to the mission and operations of sponsoring offices.

2. Freedom from real or perceived conflicts of interest caused by commercial or other involvement.

3. Broad access to information, including sensitive Government information, proprietary data from industry, and other information not normally available outside of the Government.

4. Responsiveness to emerging and evolving needs of Sponsors.

5. Long-term continuity of knowledge on issues and problems of enduring concern, including both maintaining corporate memory for Sponsors when appropriate and providing quick responses to Sponsor needs in areas of established expertise.

VII. ANNUAL FFRDC REVIEW PROCEDURES

A. The FFRDC PMO will coordinate an annual FFRDC review with the CMS Contracting Activity and the Executive Sponsor, which will then be forwarded to the Primary Sponsor, to assess the proper use of the Health FFRDC across all users and to determine any corrective actions if necessary.

B. For the annual review, the FFRDC PMO will conduct a survey of project Sponsors. The survey will gather data on Sponsor’s perception of the various aspects of the Health FFRDC work, such as technical quality, responsiveness, program value, and timeliness.

C. The FFRDC PMO will report the results of the annual review to the Health FFRDC and to all Health FFRDC users. Any perceived or real problems will be reported to the Health FFRDC and the respective Health FFRDC user(s). The FFRDC PMO will work with the Health FFRDC and the respective FFRDC user(s) to jointly determine and implement resolution.

D. The Health FFRDC will describe to the Executive Sponsor how it continues to be innovative and ensure cost-effective operations.

E. The Health FFRDC, and its parent corporation, will provide an annual compliance statement to assure the FFRDC’s and parent corporation’s adherence to the terms for organizational and staff conflicts of interest.

VIII. OTHER CONSIDERATIONS AND GENERAL UNDERSTANDINGS

A. Limitations

The strategic relationship between the Health FFRDC and its Sponsors requires that the Health FFRDC accept certain restrictions, namely that the FFRDC:

1. May only perform core work as defined in Section III. Core Competencies of this Agreement.

2. Operating entity may only compete in response to a Federal Government request for proposals for the operation of an FFRDC.

3. May apply for grants only when:

a. No real or perceived conflict of interest exists between the execution of the grant and the current or planned work of the Health FFRDC.

b. The principal purpose of the grant is to stimulate or support research and development in support of the Sponsors’ missions.

4. May accept no work developing specific components, or component prototypes, without written approval of the Executive Sponsor, who may approve the work when it is directly related to a specific critical government program.

5. Will not, unless authorized by legislation and the Contract, undertake quantity production or manufacturing.

Because of the need to eliminate actual or perceived conflicts of interest between the interrelated missions of HHS FFRDCs, the Health FFRDC and its parent corporation and affiliates, if any, will not operate another HHS FFRDC or participate as a substantial partner or subcontractor to another HHS FFRDC. HHS FFRDCs may participate as consultants on specific tasks conducted by other HHS FFRDCs, provided the procedures for approving consultants are followed.

The Health FFRDC is organized and exists as a [State] nonprofit mutual benefit corporation without capital stock and will not distribute assets to, or for the benefit of, any individual or entity. From inception, its accumulations from fee and other income constitute its retained earnings (reserves), which will be used in part to fulfill working capital requirements and to further the research and development purposes of the Health FFRDC.

B. Non-Disclosure of Sensitive Information

The Health FFRDC acknowledges that in the course of performing any work, the FFRDC and its personnel (which include dedicated staff, consultants, and subcontractors) may have access to proprietary and privileged information of HHS and Non-Sponsoring entities, and may also produce information that is proprietary and privileged.

Except as otherwise required by applicable law or regulation or a final order of a court of competent jurisdiction (in which event written notice will be given to the cognizant head of agency prior to disclosure or use of the information in order to give the agency a reasonable opportunity to protect its interests), or as expressly authorized in writing by the Executive Sponsor, the Health FFRDC agrees on behalf of itself and its personnel, that the Health FFRDC and its personnel will not:

1. Disclose and privileged information (as defined below) related to the work performed for or on behalf of Sponsors and Non-Sponsors.

2. Use and privileged information for the benefit of the Health FFRDC, any FFRDC personnel, or any third party.

The Health FFRDC will require all of its personnel to execute non-disclosure agreements approved by the CMS Contracting Officer prior to performing work, and will ensure that such personnel comply with the provisions of such agreements and this paragraph.

1. For the purposes of this Agreement, “privileged information” means any and all information and data:

a. Relating to the work performed by the Health FFRDC for or on behalf of CMS, HHS, and Non-Sponsoring entities, including the products of such work and deliverables.

b. Provided by CMS, any HHS Staff or Operating Division, or any Non-Sponsoring user.

c. Provided by corporate entities working on or advising on relevant government matters.

Privileged information will include but not be limited to all data, pricing information, cost data information, controlled unclassified information, know-how, written materials, proposals, memoranda, notes, inventions, devices, technology, designs, copyrighted information, trade secrets, confidential business information, analyses, test and evaluation results, manuals, videotapes, contracts, letters, facsimile transmissions, electronic mail and other correspondence, financial information and projections, and business and marketing plans.

Privileged information will not include any information or data that is in the public domain or becomes part of the public domain by any means other than a breach by the Health FFRDC or FFRDC personnel of the obligations under this Agreement.

2. The restrictions set forth in this Agreement with regard to privileged information are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse, or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.)(governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United

States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 USC 78(b)).

The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this Agreement and are controlling. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

IX. NON-RENEWAL, TERMINATION, OR DISSOLUTION

This Agreement and [Contractor Name]’s operation of the Health FFRDC are based on expectations of a long-term and continuing relationship between the parties. CMS will use its best efforts to inform [Contractor Name] as far as possible in advance if it concludes that such a long-term relationship is no longer in the best interests of the Government.

In the event that the Contract for the Health FFRDC is terminated (as defined in FAR Part 49) in whole or in part, termination, disposal of assets, and settlement of liabilities will be in accordance with the Contract with [Contractor Name] and FAR 52.249-6. Nothing in this Agreement will be construed as committing the U.S. Government to termination costs.

In the event of such termination or of expiration or non-renewal of this Agreement and of Contract(s) for the Health FFRDC, all items that were furnished by the Government or purchased by [Contractor Name] and charged directly to the Contract are the property of the Government and will be managed and disposed of in accordance with FAR 52.245-1.

Except as otherwise provided in the Contract or advance agreement, all other assets (including equipment and leases on real property) will be the property of [Contractor Name] and all liabilities will be the responsibility of [Contractor Name].

In the event of dissolution of [Contractor Name], the members of the corporation will designate the successor corporation, or a charitable organization or organizations, or the Federal Government, or any or all of them to be recipients to which will be paid over any or all property or assets remaining after the winding up of [Contractor Name]’s affairs, in accordance with the Corporation’s Certificate of Incorporation and by-laws.

X. TERM OF THIS AGREEMENT

This Agreement will be effective when executed by both parties and will be made a part of and incorporated by this reference into the Contract. This Agreement will be full in force for the duration of the Contract. Subject to a favorable “need determination” resulting from the Comprehensive FFRDC Review (as described by FAR 35.017), if mutually agreed between the Primary Sponsor and [Contractor Name], this Agreement will continue to be in full force and effect for subsequent renewals of the Contract.

This Agreement obligates no appropriations, and creates no responsibility on the part of CMS and HHS to fund work at or provide funds to [Contractor Name]. Funds are obligated and work undertaken only and strictly in accordance with the terms and conditions of the Contract.

[CMS Deputy Chief Operating Officer’s Name] Deputy Chief Operating Officer Centers for Medicare & Medicaid Services

[Date]

[President or CEO’s Name] [Title] [Contractor Name]

[Date]