RFP-CMS-2014-8A-0092_Support_Pages__revised_FINAL_10222014.pdf

RFP-CMS-2014-8A-00092

Chronic Condition Warehouse (CCW) and Virtual Research Data Center (VRDC)

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

The purpose of the Chronic Condition Warehouse (CCW) and Virtual Research Data Center (VRDC) contract is to obtain services from an 8(a) certified Small Business to manage, implement, operate and support technical components of the Chronic Condition Warehouse (CCW) and Virtual Research Data Center (VRDC) environment.

B.2 TYPE OF CONTRACT/PRICE/PAYMENT

As prescribed in FAR PART 52.216-1 “Type of Contract”, the Government intends to award a Cost-Plus- Fixed-Fee (CPFF) contract to a contractor with an adequate accounting system capable of accepting Government cost-type contracts. The Contracting Officer reserves the right to award any other type contract.

B.3 SCHEDULE OF SERVICES

CLIN Performance Period Total Est.

Cost Total Est. Fixed Fee

Total Est.

CPFF

CLIN 0001 Base Period TBD TBD TBD CLIN 0002 Option Period 1 TBD TBD TBD CLIN 0003 Option Period 2 TBD TBD TBD CLIN 0004 Option Period 3 TBD TBD TBD CLIN 0005 Option Period 4 TBD TBD TBD CLIN 0006 Option Period 5 TBD TBD TBD CLIN 0007 Option Period 6 TBD TBD TBD CLIN 0008 Option Period 7 TBD TBD TBD CLIN 0009 Option Period 8 TBD TBD TBD CLIN 0010 Option Period 9 TBD TBD TBD

B.4 WITHHOLDING OF CONTRACT PAYMENTS

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, will 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 shall promptly notify the Contractor of its intention to withhold payment of any invoice or voucher submitted.

(END OF SECTION B)

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, facilities, and supplies, not otherwise provided by the Government as needed to perform the requirements set forth in the Statement of Work, Attachment J1.

The SOW is annotated and entitled “Chronic Condition Warehouse (CCW) and Virtual Research Data Center (VRDC).”

(END OF SECTION C)

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

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

(END OF SECTION D)

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.

Number Title Date 52.246-5 Inspection of Services- Cost Reimbursement April 1984

E.2 APPROVALS BY THE CONTRACTING OFFICER’S REPRESENTATIVE (COR)

All services or supplies to be delivered to the COR will be deemed to have been accepted 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 services or supplies delivered shall be within the general scope of work stated in this contract.

E.3 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 is a duly authorized representative of the Government and is responsible for inspection and acceptance of all items to be delivered under this contract.

(c) Inspection and acceptance of the Contractor's performance shall be in accordance with FAR Clause 52.246-5 "Inspection of Services – Cost Reimbursement".

(END OF SECTION E)

SECTION F – DELIVERIES OR PERFORMANCE

F.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.

Number Title Date 52.242-15 Stop Work Order – Alternate I Aug 1989 52.242-17 Government Delay of Work Apr 1984 52.247-34 F.O.B Destination Nov 1991

F.2 PERIOD OF PERFORMANCE

The Period of Performance (POP) of this contract is approximately twelve (12) months from date of award, plus nine (9) one (1) year options.

CLIN Performance Period Period of Performance

CLIN 0001 Base Period TBD CLIN 0002 Option Period 1 TBD CLIN 0003 Option Period 2 TBD CLIN 0004 Option Period 3 TBD CLIN 0005 Option Period 4 TBD CLIN 0006 Option Period 5 TBD CLIN 0007 Option Period 6 TBD CLIN 0008 Option Period 7 TBD CLIN 0009 Option Period 8 TBD CLIN 0010 Option Period 9 TBD

F.3 DELIVERABLES

(a) A list of deliverables is provided under Section J, Attachment J-2, Schedule of Deliverables, attached hereto and made part of this contract.

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

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

(d) Satisfactory performance under the contract shall be deemed to occur upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the following items in accordance with the schedule, Attachment J-2, (reports submitted under the contract shall reference and cite the contract number and identify CMS as the sponsoring agency):

Note: Additional deliverables may be assigned as part of the product planning process.

Individual products may be released on a flow basis, as necessary by the direction of the

COR.

All electronic files shall be submitted in a format that is compatible with Microsoft Office PC-based software. As this requirement is subject to change, the contractor shall be able to adapt to any new CMS standard in order to submit deliverables. Unless specifically denoted as “workday(s),” all timeframes are in calendar days, calendar weeks, calendar months, etc. after the effective date of the contract.

F.4 PLACE OF PERFORMANCE

All performance shall take place at the Contractor’s site.

(END OF SECTION F)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA

CLIN Req. No. Can No. Appropriation No.

Object Class Amount

TBD TBD TBD TBD TBD TBD

TOTAL $TBD

G.2 DISSEMINATION, PUBLICATION & DISTRIBUTION OF INFORMATION

(a) Data and information either provided to the Contractor, or to any subcontractor or generated by activities under this contract or derived from research or studies supported by this contract, shall be used only for the purposes of the contract. It shall not be duplicated, used or disclosed for any purpose other than the fulfillment of the requirements set forth in this contract. This restriction does not limit the contractor's right to use data or information obtained from a non-restrictive source. Any questions concerning "privileged information" shall be referred to the Contracting Officer.

(b) Some data or information may require special consideration with regard to the timing of its disclosure so that preliminary findings which could create erroneous conclusions are not stipulated. Also, some data or information, which relate to policy matters under consideration by the Government, may also require special consideration with regard to the timing of its disclosure so that the open and vigorous debate, within the government, of possible policy options is not damaged.

(c) Any questions about use or release of the data or information or handling of material under this contract shall be referred to the Contracting Officer who must render a written determination.

The Contracting Officer's determinations will reflect the results of internal coordination with appropriate program and legal officials.

(d) Written advance notice of at least forty-five (45) days shall be provided to the Contracting Officer of the Contractor's desire to release findings of studies or research or data or information described above. If the Contractor disagrees with the Contracting Officer's determination, and if this disagreement cannot be settled by the Contractor and the Contracting Officer in a mutually satisfactory manner, then the issue will be settled pursuant to the "Disputes" clause.

(e) Any presentation of any report, statistical or analytical material based on information obtained from this contract shall be subject to review by the COR before dissemination, publication, or distribution. Presentation includes, but is not limited to, papers, articles, professional publications, speeches, testimony or interviews with public print or broadcast media.

This does not apply to information that is requested pursuant to the Federal Freedom of

Information Act.

(f) The COR review shall cover accuracy, content, manner of presentation of the information, and also the protection of the privacy of individuals. If the review finds that the Privacy Act is or may be violated, the release/use of the presentation shall be denied until the offending material is removed or until the Contracting Officer makes a formal determination, in writing, that the privacy of individuals is not being violated.

(g) If the review shows that the accuracy, content, or manner of presentation is not correct or is inappropriate in the light of the purpose of the project, the COR shall immediately inform the Contractor, in writing, of the nature of the problem. If the Contractor disagrees, the COR may insist that the presentation contain, in a manner of equal importance, materials, which show the government's problem with the presentation.

(h) The Contractor agrees to acknowledge support by CMS whenever reports of projects funded, in whole or in part, by this contract are published in any medium. The Contractor shall include in any publication resulting from work under this contract, an acknowledgment substantially, as follows:

"The analyses upon which this publication is based were performed under Contract Number _______________________, entitled, _______________________________,” Sponsored by the Centers for Medicare & Medicaid Services, Department of Health & Human Services."

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

G.3 CONSENT TO SUBCONTRACT

A. The Contractor shall be in compliance with FAR 44.202-2 and FAR 52.244-2 when entering into a subcontract arrangement for the purpose of performing this contract.

B. Each Contractor shall complete and submit the Consent to Subcontract Checklist (provided in

Section J, Attachment J-34) in order to obtain subcontract consent after award of the contract.

C. Consent is granted to the following subcontracts: TBD

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

When requesting Contracting Officer consents to subcontract for Consultants and/or other subcontracts, the Contractor shall follow the procedures established in:

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 (May 2014)

G.4 CONTRACTING OFFICER RESPONSIBILITY

In accordance with FAR 52.201-1 Definitions, the term ‘Contracting Officer’ means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority delegated by the Contracting Officer.

Notwithstanding any of the other provisions of this Contract, the Contracting Officer shall be the ONLY individual authorized to:

(a) Enter into and commit/bind the Government by contract for supplies or services;

(b) Accept nonconforming work or waive any requirement of this Contract;

(a) Authorize reimbursement to the Contractor for any costs incurred during the performance of the Contract, and

(b) 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.5 GOVERNMENT CONTRACTING OFFICER’S REPRESENTATIVE (COR)

A. Designation

TBD is hereby designated as the Government Contracting Officer’s Representative (COR).

B. Responsibilities

1. Performance of the work under this contract shall be subject to the technical direction of the COR. The COR shall be the authorized representative of the Contracting Officer and the person representing CMS for the purpose of providing technical direction and monitoring of contract performance. It is within the purview of the COR to conduct on-site visits as deemed necessary. Such visits are to be used as a tool to gather or verify information regarding such things as SDPS property, performance issues and/or financial issues.

2. It is the responsibility of the COR to conduct necessary evaluations throughout the term of the contract. The COR may include any CMS personnel considered necessary in order to conduct these reviews.

3. It is the responsibility of the COR to monitor the Contractor’s progress against the

Contractor’s contract management plan. The COR may use the contract management plan as a tool in providing appropriate technical direction to the Contractor.

4. The term “technical direction” is defined as government guidance of a Contractor’s effort toward areas of effort that fall within the statement of work. For the purposes of this contract, this definition shall include the following:

Recommendations from the COR that must be implemented by the Contractor to bring their performance into compliance with the minimum requirements of the contract, review, and, where required by the contract, approval of reports and other technical information to be delivered by the Contractor under the contract.

5. The COR may also provide advice and consultation on the Statement of Work and deliverables and services to be furnished under the provisions of the contract. Unlike technical direction, however, the Contractor is not required to implement these suggestions.

6. Any and all technical direction and advice and consultation must be within the general scope of the contract. The COR does not have the authority to and shall not issue any technical direction or advice which:

• constitutes an assignment of additional work outside the scope of the contract;

• constitutes a change as defined in the contract clause at FAR 52.243-2, Alt I;

• in any manner, causes an increase or decrease in the total estimated contract cost; and,

• changes any of the expressed terms, conditions, or specifications of the contract.

7. Technical direction which is within the scope of the contract, as written, shall, whenever possible, be in writing and a copy submitted to the Contracting Officer.

8. The Contractor shall proceed promptly with the performance of technical direction duly issued by the COR in the manner prescribed by his/her authority under the provisions of this article.

9. If the Contractor believes that instruction issued by the COR does not follow the definition of technical direction, and results in a contractual change or cost impact, the Contractor shall not proceed but shall notify the Contracting Officer immediately.

If the Contractor believes that information provided, as a result, of interaction with other technical personnel as defined in G.9 below is inconsistent with the statement of work, the Contractor shall contact the COR for resolution.

G.6 TECHNICAL DIRECTION

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

(1) 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.

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

(3) 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. The COR does not have the authority to and may not issue any technical directions which:

(1) Constitutes an assignment of additional work outside the general Scope of Work of the contract.

(2) Constitutes a change as defined in the contract clause entitled “Changes –Cost Reimbursement”.

(3) In any manner causes an increase or decrease in the total Cost-Plus-Award-Fee or the time required for contract performance.

(4) Change any of the expressed terms, conditions, or specifications of the contract.

(c) All technical direction shall be issued in writing by the COR or shall be confirmed by him/her in writing within five working days after issuance.

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COR 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 is within one of the categories as defined in (l) through (4) above, the Contractor shall notify the Contracting Officer in accordance with FAR 52.243-7, Notification of Changes.

G.7 PROPERTY ADMINISTRATION

A. The Contractor is responsible for an annual physical inventory accounting for all government property under this contract. The inventory must be conducted by September 30th and the Form 565 Report of Accountable Personal Property submitted by October 31st of each year.

B. The inventory report shall include all items acquired, furnished, rented or leased under the contract. Employees who conduct the inventories should not be the same individuals who maintain the property records. Following the physical inventory, the Contractor shall prepare an inventory report and submit the report to the CMS Property Administrator at the address on the following page:

Centers for Medicare & Medicaid Services OOM, Administrative Services Group Division of Property and Space Management Attn: Tyrone Harris, Sr.

7500 Security Boulevard, M/S SLL-13-12

Baltimore, Maryland 21244-1850

(410) 786-2923

C. Commercially leased software is subject to these reporting requirements.

D. The Contractor shall submit a consolidated report of all accountable government property under this contract, including subcontractor inventory information.

E. The final inventory report shall indicate that all items required for continued contract performance are acceptable and free from contamination. Property that is no longer usable or required shall be reported and disposition requested. The final inventory report shall be submitted upon the date of contract expiration.

G.8 PAYMENTS – VOUCHERS (Cost Reimbursement Contracts – AUG 2013)

<CO/CS – Please delete all blue instructions contained herein after completion of each task.>

a. GENERAL: The Contractor may submit to the Government a voucher or Standard Form 1034, Public Voucher for Purchases and Services Other Than Personal, for payment in accordance with the instructions below.

b. METHOD OF PAYMENT: CMS shall only make an electronic payment for reimbursement of voucher submissions in accordance with FAR 52.232-33, Payments by Electronic Funds Transfer

– System for Award Management. In order to receive payments, the contractor shall register in the System for Award Management (SAM) database, in accordance with FAR 52.204-7, System for Award Management. Failure to register in SAM may prohibit CMS from making payments to your organization.

ADDRESS CHANGES: The contractor shall notify CMS’ Division of Accounting Operations of all EFT and address changes in SAM via the following email address:

CCRChanges@cms.hhs.gov.

c. CONTENT OF VOUCHER - Vouchers shall include, at a minimum:

Contractor’s name and address Contractor’s Tax Identification Number (TIN) Contractor’s DUNS Number Voucher Number to include the designation of the Contract Payment Category Type as follows:

Contract Payment Category Type : IA

Contract and Order Number, as applicable;

Contract line item number and/or Subcontract line item number;

Description, quantity, unit of measure, unit price and extended price/cost of the items actually delivered or services rendered, i.e., Labor category and labor hours x labor rate = total direct labor dollars, subcontractor costs, travel, other direct costs, overhead rate(s), etc.;

Shipping and payment terms;

Terms of any discount for prompt payment offered;

Other substantiating documentation or information as required by the contract;

Name, title, phone number and complete mailing address of responsible official to whom payment is to be sent;

Name, title, phone number of person to notified in the event of a defective voucher; and, Period of performance for delivery date of goods or services provided.

INVOICE/VOUCHER REVIEW/APPROVAL PROCESSING TIME FRAMES

Contract Payment Category Types ($ = Total Contract Value) Days = Calendar Days

TYPE I TYPE II TYPE III TYPE IV

Type IA Type IB Type IIIA Type IIIB

TEAM

MEMBE

R

All Small Businesses

(No $ Limit)

All QIOs (No $ Limit)

All Other Contracts

(No $ Limit)

Simplified Acquisitions

$3K to $150K (Small

Businesses)

Simplified Acquisitions

$3K to $6.5M (Large

Businesses)

All Large Business

Prime Contracts with Small Business

Subcontracto rs (from July

11, 2012 through July 10, 2014)

OFM/DA

O 7 Days 7 Days 14 Days 7 Days 22 Days 12 Days

COR 4 Days 0 Days 8 Days 8 Days 8 Days 8 Days

CS/CO 4 Days 8 Days 8 Days N/A N/A 8 Days

Total Processin g Time

15 Days Not-to-

Exceed 30 Days

15 Days Not-to-

Exceed 30 Days 30 Days

15 Days Not-to-

Exceed 30 Days 30 Days

28 Days Not-to- Exceed 30 Days

d. MAILINGS: Vouchers shall be submitted as follows:

1. ELECTRONIC MAIL: The contractor shall submit an electronic copy of the voucher to both of the following individuals:

Contract Specialist – rosetta.rodwell@CMS.HHS.Gov; and COR - xxxx.xxxxx@CMS.HHS.Gov.

2. REGULAR MAIL: An Original and one (1) hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services Centers for Medicare & Medicaid Services OFM/Division of Accounting Operations P.O. Box 7520 Baltimore, MD 21207-0520

3. OVERNIGHT MAIL: If the contractor chooses to use an overnight mail carrier, the original and one (1) hard copy of the voucher shall be submitted to the address below:

Department of Health & Human Services

OFM/Division of Accounting Operations 7500 Security Boulevard/Mailstop: C3-11-03 Baltimore, MD 21244-1850

e. PAYMENTS: The Government shall make provisional payments on all vouchers (pending the completion of a final audit of the Contractor's cost records) in accordance with:

FAR 52.216-7, Allowable Cost & Payment, and FAR 52.232-1, Payments, and upon acceptance by the Contracting Officer’s Representative (COR) of the required supplies/services in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval.

Reimbursement for vouchers submitted under this contract shall be made not later than thirty (30) calendar days after receipt of an acceptable voucher from the Contractor in the copies requested at the paying office designated above. Any discrepancies determined as a result of the audit could delay the processing of the voucher and may result in the voucher being returned to the Contractor for corrections.

f. INTEREST ON OVERDUE PAYMENT

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 the payment of interest on payments made more than

30 calendar days after receipt of an voucher by the Division of Accounting Operations.

Determinations 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 CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (except for invoices), submitted under this contact shall be subject to the following procedures:

(a) Technical Correspondence - Technical correspondence (as used herein, this term excludes correspondence which proposes or otherwise involves waivers, deviations or modifications to the requirements, terms or conditions of this contract) shall be addressed to the Contracting Officer’s Representative (COR) with an informational copy of the basic correspondence to the Contracting Officer.

(b) Other Correspondence - All other correspondence shall be addressed to the Contracting Officer with an informational copy 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:

EXAMPLE: Contract No. - 500-00-XXXX

Sequence # - XX (YEAR) - XXXX Subject - Request for Subcontract Consent

G.10 DATA TO BE DELIVERED

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.

In addition, information and/or data, which are held by the Contractor related to the operation of their business and/or institution and which are obtained without the use of Federal funds, shall be considered "PROPRIETARY DATA" and are not "subject data" to be delivered under this contract.

G.11 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 are 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, upon instructions from the Contracting Officer, 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 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.12 GOVERNMENT REPRESENTATIVES:

Contract Specialist:

Rosetta Rodwell CMS/Office of Acquisition and Grants Management 7111 Security Blvd.

Baltimore, Md. 21244 Phone: (410) 786-5744 Email: rosetta.rodwell@cms.hhs.gov

Contracting Officer:

Lyandra Emmanuel CMS/Office of Acquisition and Grants Management 7111 Security Blvd.

Baltimore, Md. 21244 Phone: (410) 786-5130 Email: Lyandra.Emmanuel@cms.hhs.gov

Contracting Officers Representative (COR):

TBD

G.13 TRAVEL

Travel costs shall be reimbursed in accordance with the Federal Travel Regulations (FTR) that can be accessed electronically at:

www.gsa.gov/ftr

G.14 FOOD COSTS

On June 12, 2007, the Department of Health and Human Services (DHHS) issued a follow-up memorandum to Operating Division Heads articulating the Department’s policy on the purchase of food with appropriated funds. The general principle stated in the memoranda of July 26, 2005 and October 12, 2004 remains unchanged; that is, food cannot be purchased with appropriated funds.

For the purposes of this contract, Food Expense either incurred as a direct or indirect expense will be considered an unallowable cost.

Note: This contract clause does not pertain to the meals portion of allowable costs incurred as a part of the per diem expense allowed under the Federal Travel Regulations (FTR).

G.15 INDIRECT COSTS

Pursuant to FAR Clause 52.216-7, Allowable Cost and Payment, this advance understanding sets forth final indirect cost rates. Contractor reimbursement of allowable indirect costs by the Government is limited to the final indirect cost rate. This advance understanding shall not change any monetary ceiling, contract obligation, or specific cost allowable or disallowance provided for in this contract.

Where final indirect cost rates exceed the indirect rates set forth in this advance understanding, the contractor shall only be reimbursed at the negotiated contract obligated ceiling. The Government is not obligated to pay any additional amount whereby indirect costs are incurred above the established negotiated contract cost ceiling. The contractor shall not recoup amounts occasioned by the incurrence of indirect costs above the established final indirect cost rate on other contracts or grants with the Government.

Type Indirect Category Provisional Rate Note

Provisional Fringe Benefits* TBD TBD (a) Provisional Overhead* TBD TBD (b) Provisional G&A* TBD TBD (c)

(a) Applied to total direct labor*

(b) Applied to total direct labor and fringe benefits*

(c) Applied to total costs incurred excluding G&A expenses*

* TO BE DETERMINED BASED ON OFFEROR’S ACCOUNTING SYSTEM

Note: The FAR 52-232.20 - Limitation of Cost Clause applies to each contract line item.

In accordance with Federal Acquisition Regulation (FAR) (48 CFR Chapter 1) Clause 52.216-7(d)(2), Allowable Cost and Payment incorporated by reference in this contract in Part II, Section I, the cognizant Contracting Officer representative responsible for negotiating provisional and/or final indirect cost rates is identified below:

Director, Division of Financial Advisory Services Office of Acquisition Management and Policy National Institutes of Health 6100 Building, Room 6B05

6100 Executive Blvd. MSC-7540 Bethesda, MD. 20892-7540

(END OF SECTION G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 HHSAR 352.224-70 CONFIDENTIALITY OF INFORMATION (JAN 2006)

(a) Confidential information, as used in this clause, means information or data of a personal nature about an individual, or proprietary information or data submitted by or pertaining to an institution or organization.

(b) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the ‘‘Disputes’’ clause.

(c) If it is established elsewhere in this contract that information to be utilized under this contract, or a portion thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a (New Window), and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(d) Confidential information, as defined in paragraph (a) of this clause, shall not be disclosed without the prior written consent of the individual, institution, or organization.

(e) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor should obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(f) Contracting Officer determinations will reflect the result of internal coordination with appropriate program and legal officials.

(g) The provisions of paragraph (d) of this clause shall not apply to conflicting or overlapping provisions in other Federal, State, or local laws.

H.2 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. In the event that revisions in legislation or regulations are enacted and do impact the performance requirements of this contract, the Contractor will have an opportunity to assess the cost and schedule impacts of such revisions and will, when applicable, be provided an equitable adjustment subject to the negotiated indirect cost ceiling(s) established in the contract.

H.3 ORGANIZATIONAL CONFLICTS OF INTEREST (SERVICES)

(a) Purpose. This clause seeks to ensure that the Contractor

(1) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract, and

(2) is not biased because of its current or planned interests (financial, contractual, organizational or otherwise) that relate to the work under this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the Contractor (as defined in paragraph (d)(7)) in the activities covered by this clause.

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the suppliers and/or equipment used in performance of this contract.

(2) The financial, contractual, organizational and other interests of Contractor personnel performing work under this contract shall be deemed to be the interests of the Contractor for the purposes of determining the existence of an Organizational Conflict of Interest. Any subcontractor that performs any work relative to this contract shall be subject to this clause. The Contractor agrees to place in each subcontract affected by these provisions the necessary language contained in this clause.

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest. No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

(d) Definitions. For purposes of application of this clause only, the following definitions are applicable:

(1) "System" includes system, major component, subassembly or subsystem, project, or item.

(2) "Nondevelopmental items" as defined in FAR 2.101.

(3) "Systems Engineering" (SE) includes, but is not limited to, the activities in FAR 9.505-1(b).

(4) "Technical direction" (TD) includes, but is not limited to, the activities in FAR 9.505-1(b).

(5) "Advisory and Assistance Services" (AAS) are those services acquired from non-governmental sources to support or improve agency policy development or decision making; or, to support or improve the management of organizations or the operation of hardware systems.

Such services may encompass consulting activities, engineering and technical services, management support services and studies, analyses and evaluations.

(6) "Consultant services" as defined in FAR 31.205-33(a).

(7) "Contractor", for the purposes of this clause, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm.

(8) "Affiliates", means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract.

(9) "Interest" means organizational or financial interest.

(e) Contracting restrictions.

[ ] (1) To the extent the Contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the Contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The Contractor agrees that it will not supply (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of [insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-1(a))

[ ] (2) To the extent the Contractor prepares and furnishes complete specifications covering non-developmental items to be used in a competitive acquisition, the Contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The Contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the Contractor agrees not to be a supplier, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of [insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-2(a)(1))

[ ] (3) To the extent the Contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the Contractor may not supply the system, major components thereof or the services unless the Contractor is the sole source, or a participant in the design or development work, or a Contractor involved in preparation of the work statement. The Contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the Contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the Contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of [insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-2(a)(1))

[ ] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a Contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government's interests. Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government's interests. (FAR 9.505-3)

[ ] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the Contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Contracting Officer upon request. The Contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the Contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The Contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the Contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505-4(b))

[ ] (6) Preparation of Statements of Work or Specifications. If the Contractor under this contract assists substantially in the preparation of a statement of work or specifications, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The Contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis for a period of [insert the period of prohibition] after the date of completion of the contract. The provisions of this clause shall not apply to any system, subsystem, or major component for which the Contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b))

[ ] (7) Advisory and Assistance Services (AAS). If the Contractor provides AAS services as defined in paragraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the agrees Contractor not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the Contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the Contractor performs similar work. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the Contractor fails to comply with the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving Contractor personnel performing work under this contract, the Government may require the Contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

(g) Disclosure of Potential Conflicts of Interest. The Contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the Contractor shall disclose to the Government information concerning the new conflict of interest. The Contractor shall provide, as a minimum, the following information:

(1) a description of the new conflict of interest (e.g., corporate restructuring, new first-tier subcontractor(s), and new contract) and identity of parties involved;

(2) a description of the work to be performed;

(3) the dollar amount;

(4) the period of performance; and

(5) a description of the Contractor's internal controls and planned actions, to avoid any potential organizational conflict of interest.

H.4 APPROVAL OF CONTRACT ACQUIRED INFORMATION TECHNOLOGY (IT)

(a) The Contractor must obtain the Contracting Officer’s written approval prior to the acquisition of any Information Technology (IT) investments over $50,000.00 (see FAR 2.101), for definition of IT) to ensure compatibility and successful integration with CMS’s infrastructure/architecture.

(b) In performance of a system life cycle development project, the Contractor must submit to the COR the technical specifications for each of the following incremental phase of the projected life cycle prior to the commencement of work.

Design and Engineering

Development, and Testing

(c) Upon written approval from the Contracting Officer, the Contractor shall commence work under the approved technical specification for the authorized incremental phase.

H.5 HEALTH INSURANCE PORTABILITY and ACCOUNTABILITY ACT of 1996 (HIPAA)

BUSINESS ASSOCIATE PROVISION II

a. Definitions:

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

"Business Associate'' shall mean the Contractor.

"Covered Entity" shall mean CMS' Medicare Fee for Service program and/or Pre-Existing Condition

Insurance Plan.

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

b. Obligations and Activities of Business Associate

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

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

160.103, it creates, receives, maintains or transmits on behalf of the Covered Entity to prevent use or disclosure of such EPHI.

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

4. Business Associate agrees to report to Covered Entity any use or disclosure involving PHI it receives/maintains from/on behalf of the Covered Entity that is not provided for by this Contract of which it becomes aware. Furthermore, Business Associate agrees to report to Covered Entity any security incident involving EPHI of which it becomes aware. The Business Associate shall report any violation in use or disclosure involving PHI or any security incident to CMS within one (1) hour of discovery in accordance with the “CMS Guide for the Incident Reporting Process” at http://cmsnet.cms.hhs.gov/hpages/oess/dgb/Incident_Reporting_Guide_CMS2010R.pdf (See also Section J, List of Attachments). In addition, the Business Associate will also notify the CMS Contracting Officer and Contracting Officer’s Representative (COR) by email within one (1) hour of identifying such violation or incident.

5. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this…