RFP-CMS-2016-SPARC.pdf

RFP-CMS-2016-SPARC

TABLE OF CONTENTS

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 BRIEF DESCRIPTION OF SERVICES

B.2 TYPE OF CONTRACT

B.3 DETERMINATION OF ORDER TYPE

B.4 MINIMUM AND MAXIMUM QUANTITIES

B.5 MATERIAL/TRAVEL/OTHER DIRECT COST (COST REIMBURSEMENT

TASK ORDERS)

B.6 FIXED FEE (COST REIMBURSEMENT TASK ORDERS)

B.7 BASE/FIXED FEE PAYMENT SCHEDULE (COST REIMBURSEMENT

TASK ORDERS)

B.8 AWARD FEE (COST PLUS AWARD FEE TASK ORDERS)

B.9 INCENTIVE FEE

B.10 SMALL BUSINESS RESERVE METHOD

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

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 CONTRACTING OFFICER REPRESENTATIVE

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

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 TASK ORDER PROCEDURES

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 TECHNICAL DIRECTION

G.12 SUBCONTRACT CONSENT

G.13 DESIGNATION OF PROPERTY ADMINISTRATOR

G.14 CORRESPONDENCE PROCEDURES

G.15 CONTRACTOR PERFORMANCE EVALUATION(S)

G.16 WITHHOLDING OF CONTRACTOR PAYMENTS

G.17 SERVICE OF CONSULTANTS/SUBCONTRACTORS

G.18 SUBCONTRACTING REPORT

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 KEY PERSONNEL HHSAR 352.242-70

H.2 PRIVACY ACT HHSAR 352.224-70

H.3 ORGANIZATIONAL CONFLICTS OF INTEREST

H.4 HIPPA – BUSINESS ASSOCIATE PROVISION II

H.5 SECTION 508 – ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY

H.6 REHABILITATION ACT, SECTION 508, ACCESSIBLITY STANDARDS

H.7 RESTRICTIONS ON THE USE OF INFORMATION

H.8 WORK PERFORMED OUTSIDE OF THE UNITED STATES AND ITS

TERRITORIES

H.9 SECURITY CLAUSE -BACKGROUND – INVESTIGATIONS for

CONTRACTOR PERSONNEL

H.10 DATA USE AGREEMENT

H.11 CMS INFORMATION SECURITY

H.12 APPROVAL OF CONTRACT ACQUIRED INFORMATION TECHNOLOGY

(IT)

H.13 OPEN SEASON

H.14 OPEN GOVERNMENT PROACTIVE PREDISCLOSURE NOTIFICATION

SECTION I – CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-2

I.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION

REGULATIONS (HHSAR)

I.3 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS

I.4 NOTIFICATION OF OWNERSHIP CHANGES FAR 52.215-19

I.5 ORDERING FAR 52.216-18

I.6 ORDERING LIMITATIONS FAR 52.216-19

I.7 INDEFINITE QUANTITY FAR 52.216-22

52.216-27, Single or Multiple Awards [per FAR 16.506]

I.8 SUBCONTRACTS FOR COMMERCIAL ITEMS FAR 52.244-6

I.9 ALTERATIONS IN CONTRACT FAR 52.252-4

I.10 DEFINITIONS

I.11 MENTOR-PROTEGE PROGRAM HHSAR 352.219-70

I.12 MENTOR-PROTEGE PROGRAM REPORTING REQUIREMENTS HHSAR

352.219-71

I.13 FAR 52.209-2 -- PROHIBITION ON CONTRACTING WITH INVERTED

DOMESTIC CORPORATIONS—REPRESENTATION

I.14 FAR 52.209-10 – PROHIBITION ON CONTRACTING WITH INVERTED

DOMESTIC CORPORATIONS.

SECTION J – LIST OF ATTACHMENTS

J.1 STATEMENT OF WORK INTRODUCTION

J.2 STATEMENT OF WORK

J.3 COST PROPOSAL TEMPLATE

J.4 SUBCONTRACTING PLAN FORMAT

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

K.3 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION FAR 52.203-2

K.4 TAXPAYER IDENTIFICATION FAR 52.204-3

K.5 ANNUAL REPRESENTATIONS AND CERTIFICATIONS FAR 52.204-8

K.6 PART IV – REPRESENTATIONS AND INSTRUCTIONS (FINANCIAL

INFORMATION)

K.7 CERTIFICATION REGARDING RESPONSIBILITY MATTERS FAR 52.209-5

K.8 PLACE OF PERFORMANCE FAR 52.215-6

K.9 INFORMATION REGARDING RESPONSIBILITY MATTERS 52.209-7

K.10 SMALL BUSINESS PROGRAM REPRESENTATIONS FAR 52.219-1

K.11 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION

52.230-1

K.12 PROPOSAL DISCLOSURE—COST ACCOUNTING PRACTICE CHANGES

52.230-7 https://www.acquisition.gov/far/current/html/52_216.html#wp1115144

SECTION L – PROPOSAL INSTRUCTIONS

L.1 SOLICITATION PROVISIONS INCORPORATED BY REFFERENCE FAR

52.252-1

L.2 INSTRUCTIONS TO OFFERORS – COMPETITIVE ACQUISITON FAR

52.215-1

L.3 TYPE OF CONTRACT FAR 52.216-1

L.4 SERVICE OF PROTEST FAR 52.233-2

L.5 SECTION 508 ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY (EIT) COMPLIANCE

L.6 INSTRUCTIONS TO OFFERORS – SYSTEM FOR AWARD MANAGEMENT

(SAM)

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 GENERAL PROPOSAL INSTRUCTIONS FOR THE INDEFINITE DELIVERY

INDEFINITE QUANTITY SPARC CONTRACT

L.12 PROPOSAL ORGANIZATION

L.13 PROPOSAL PRESENTATION AND DELIVERY

L.14 TECHNICAL PROPOSAL INSTRUCTIONS

L.15 BUSINESS PROPOSAL INSTRUCTIONS

L.16 PAST PEFROMANCE

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 GENERAL

M.2 TECHNICAL EVALUATION FACTORS FOR AWARD

M.3 BUSINESS PROPOSAL EVALUATION

M.4 PAST PERFORMANCE EVALUATION CRITERIA

M.5 EVALUATION PROCESS (SEQUENCE OF EVENTS)

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 BRIEF DESCRIPTION OF SERVICES

The purpose of this contract is to establish a multiple award Indefinite-Delivery Indefinite-

Quantity (IDIQ) contract for the Centers for Medicare & Medicaid Services (CMS) Strategic

Partners Acquisition Readiness Contract (SPARC) program. 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. These systems will include the Federal Healthcare Exchange and Medicare/Medicaid information technology systems. Other Department of Health and Human Services Operating Divisions

(HHS OPDIVs) may place orders under this contract as well.

B.2 TYPE OF CONTRACT

This is a multiple award indefinite delivery/indefinite quantity (IDIQ) contract with provisions for pricing arrangements including, but not limited to, cost-plus-fixed-fee (CPFF), cost-plus-award-fee (CPAF), firm-fixed-price (FFP), firm fixed price award fee (FFPAF), time and materials (T&M) and labor hour (LH). Specific tasks and/or work to be performed, will be detailed in, and solicited by, individual task orders issued under this IDIQ contract. The IDIQ contract will be divided into 2 pools, Small Business pool and an Unrestricted pool, so that a portion of the tasks can be reserved for small business participation.

B.3 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.4 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 $1,000.00 (inclusive of all costs and fee) over the life of the contract.

The maximum SPARC IDIQ amount (i.e., the maximum ceiling across all SPARC task orders) shall not exceed $25 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.

B.5 MATERIAL/TRAVEL/OTHER DIRECT COST (COST REIMBURSEMENT

TASK ORDERS)

These items will not be separately priced under the umbrella IDIQ contract, but will be set forth, when applicable, in each task order.

B.6 FIXED FEE (COST REIMBURSEMENT TASK ORDERS)

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

B.7 BASE/FIXED FEE PAYMENT SCHEDULE (COST REIMBURSEMENT TASK

ORDERS)

The base or fixed fee (as applicable) set forth in each individual CPAF or CPFF task order under this contract will be paid in installments at the time of each monthly provisional payment. Unless otherwise indicated in individual task orders, the amount of each such base or fixed fee installment shall be paid at the same ratio as the total base/fixed fee is to total estimated costs.

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

B.8 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.9 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.

B.10 SMALL BUSINESS RESERVE THRESHOLD

CMS has established a pre-determined small business reserve dollar threshold. All orders estimated to be less than $29M (including options) will be reserved for small business pool.

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK INTRODUCTION

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.

Independently, and not as an agent of CMS, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the

Government, as needed to perform this Statement of Work.

C.2 PURPOSE

The objective of the Solutions Partners Acquisition Readiness Contract (SPARC) is to acquire services under a multiple award, Indefinite Delivery/Indefinite Quantity (IDIQ), performance-based contract for the Centers for Medicare & Medicaid Services (CMS) and HHS OPDIVs.

This Statement of Work (SOW) identifies the mission, operational concepts, and procurement objectives of the SPARC solicitation. This SOW also describes the scope of obligations for each

Prime Contractor and all teaming partners/major subcontractors (hereafter referred to simply as the “SPARC Contractor”).

The intent of this SOW is to provide the broadest opportunity to acquire innovative, cost-effective, and efficient solutions for meeting the mission and procurement-level objectives of

CMS and the SPARC IDIQ Contract. The task orders issued under the SPARC IDIQ Contract will cover discrete life-cycle tasking within a system or application development program, inter-relate with other task orders under the same program, and have defined exit criteria for successful completion.

C.3 BACKGROUND

CMS is the main operating division of Department of Health and Human Services (HHS) that administers the Medicare program, providing health care security and choice for aged and disabled people in this country. Jointly with the State governments, CMS administers the

Medicaid program. CMS is the largest purchaser of health care in the United States, CMS’ programs account for more than one third of the dollars spent on health care in the U.S.

economy.

In administering the Medicare, Medicaid and SCHIP, CMS activities are performed with one thing in mind: a commitment to the people who rely upon our programs for access to and quality of the health care they need. CMS' mission, though complex in execution, is simply stated: We assure health care security for beneficiaries. And our vision is no less ambitious: In the stewardship of our programs, we lead the Nation's health care system toward improved health for all.

CMS could not accomplish its mission by working alone. CMS works in partnership with many other organizations and individuals: other Federal and State agencies, Territorial and Tribal governments; private-sector contractors; health plans, practitioners, and health care facilities;

professional organizations, academia, and advocacy groups; and beneficiaries and their families.

CMS also has the daunting task of implementing provisions of the Affordable Care Act

(ACA). This necessitates the need for numerous streamlined procurements for IT work as well as the need for knowledgeable contractors and flexible vehicles to handle the evolving business requirements. The Affordable Care Act helps create a competitive private health insurance market through the creation of Health Insurance Marketplace (HIM). These State -based, competitive marketplaces, which launch in 2014, will provide millions of Americans and small businesses with affordable healthcare coverage.

The Marketplace will help individuals and small employers shop for, select, and enroll in high quality, affordable private health plans that fit their needs at competitive prices. The IT systems will support a simple and seamless identification of people who qualify for coverage through the

Marketplace, tax credits, cost-sharing reductions, Medicaid, and CHIP programs. By providing a place for one-stop shopping, the Marketplace will make purchasing health insurance easier and more understandable and will put greater control and more choice in the hands of individuals and small businesses.

In addition, CMS also continues to support the processing of 1.2 billion claims annually in support of Medicare PART A, PART B, PART D, Medicare Advantage, Medicaid, Healthcare

Insurance Marketplace and Durable Medical Equipment (DME). CMS’ claims processing supports over 87 Million CMS beneficiaries and providers across the nation. Medicare is a complicated program and requires companies that possess in-depth knowledge of this specialized business.

C.4 CMS MISSION

The CMS mission is to ensure effective, up-to-date health care coverage and to promote quality care for beneficiaries. The Agency works with the health care community to improve the quality and efficiency in beneficiaries’ programs, services, and care; and to promote the fiscal soundness of an evolving health care system in the United States. CMS is also responsible for the

Administrative Simplification provisions and insurance portability standards prescribed by the

Health Insurance Portability and Accountability Act (HIPAA) of 1996 and for quality standards in health care facilities through the Agency’s survey and certification activity.

C.4.1

CMS’ Vision of the Collaborative SPARC Environment

CMS’ vision is to achieve a transformed and modernized health care system. The SPARC environment will involve a phased approach that emphasizes the need for integration and requirements for independent review and go/no go decision points in the acquisition and delivery of system/software development services within CMS. The success of this endeavor depends on establishing and maintaining a cooperative and collaborative business arrangement between

CMS and its SPARC Contractors, CMS’ external business partners, and CMS’ other contractors on related CMS programs. CMS intends to facilitate and promote a collaborative “partnership” between CMS and the SPARC Contractor(s) to accomplish the core objectives of the SPARC concept of operations and this contract. In this SPARC partnership, both sides will seek to achieve their goals in a mutually beneficial arrangement. This partnership must reflect the attributes of an open, collaborative, customer-oriented, professional relationship in which the

Government and industry work together to do the following:

1. Meet the national goals for CMS and the Department as stipulated by the President and Congress

2. Enhance performance and improve quality from a beneficiary, provider, end user, and management standpoint

3. Create tangible and meaningful business benefits through high-quality services and products

4. Deliver solutions within cost, schedule, and functionality targets that meet CMS

Program goals

5. Identify and mitigate risks and issues of multiple implementations and related initiatives

6. Collaborate with other CMS contractor(s), federal government departments/agencies, and business partners to ensure program success

7. Manage the complexities and difficulties that are characteristic of implementing, integrating, maintaining, and securing large-scale system/software development solutions

8. Provide consistent and complete protection of individual privacy rights and security for CMS data, systems, and facilities

9. Ensure compliance with all applicable security laws and regulations, including

FISMA

10. Perform with a high degree of trust and willingness to share risks responsibly.

Note: The Government does not intend to form a legal partnership by the award of the SPARC

IDIQ Contract. No legal partnership, either actual or implied, will result from this contract.

Rather, the terms “partner” and “partnership” are used strictly in a non-legal sense to describe a close working relationship between the SPARC Contractor and CMS to achieve a set of objectives consistent with the CMS mission. A traditional contractual relationship will exist with

CMS as the customer, and at no time will the SPARC Contractor perform inherently government functions.

C.5 SCOPE OF WORK

The scope of work under the SPARC IDIQ Contract entails the planning, design, development, testing, implementation, operations coordination, and maintenance for CMS’ automated systems and business application software that integrate hardware, software, and communication technologies.

C.6 DESCRIPTION OF SERVICES

The SPARC IDIQ Contract will provide the services as described in Attachment J-1.

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.acquisition.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) is the 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 the applicable FAR clauses in Section E.1 above.

E.3 APPROVALS BY THE CONTRACTING OFFICER REPRESENTATIVE (COR)

All items to be delivered to the COR 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's right to unilaterally exercise the

Optional Ordering Period which is 5 years from the expiration of Base Period.

Base Ordering Period: 00/00/2015 to 00/00/2020

Optional Ordering Period: 00/01/2020 to 00/01/2025 (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.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 TASK ORDER PROCEDURES

a) Ordering - Supplies or services to be furnished under this contract shall be furnished at such times as ordered by the issuance of Task Orders on Optional Form 347. Only the Contracting

Officer has the authority to issue Task Orders.

(b) Fair Opportunity for Consideration – Under FAR 16.505(b), each awardee under an IDIQ contract will be provided a fair opportunity to be considered for each individual task order in excess of $3,000. The regulation delegates to the Contracting Officer the responsibility of determining what procedures should be used to provide each of the multiple awardees a fair opportunity for consideration. Exemptions to the fair opportunity for consideration provision are addressed under FAR 16.505(b)(2). The award of task orders will be made based on past performance of earlier orders under the contract, cost/price and/or other unique factors designated for each task order. The Contracting Officer may tailor the selection process for a specific task order to reflect the requirements and environment of the proposed task order. The government reserves the right to set aside Task Orders for 8(a), HubZone, Service Disabled

Veteran Owned, Woman Owned small Businesses, or all small businesses.

(c) CMS has established a pre-determined small business reserve dollar threshold. All orders estimated to be less than $29M (including options) will be reserved for the small business pool.

(d) All Task Orders issued hereunder are subject to the terms and conditions of this contract.

This contract shall control in the event of conflict with any Task Order. A Task Order shall be

"issued" for purposes of this contract upon the effective date of the order.

(e) An Optional Form 347 will be issued for each order. In addition to any other data that may be called for in the contract, the following information shall be specified in each order:

(1) date of order

(2) contract and order number

(3) description of the task to be performed

(4) description of the end item

(5) exact place of performance and delivery, if applicable

(6) place and method of inspection and acceptance, if applicable

(7) period of performance

(8) list of Government-furnished material, if applicable

(9) task order pricing arrangement including accounting and appropriation data

(10) any invoicing, packing, & shipping Instructions

(f) The Contracting Officer and the Contractor shall reach agreement on the material terms of each order prior to its issuance.

(g) Oral orders may be placed hereunder only in emergency circumstances. When such orders are placed, all material terms shall be agreed upon by the Contracting Officer and the Contractor and be confirmed by issuance of a written Task Order as soon as possible from verbal authorization.

(h) Modifications to Orders - Orders may be modified by agreement between the Contracting

Officer and the Contractor. Modifications to Task Orders shall be effected on a Standard Form

30 and shall include the information set forth in paragraph (c) above, as applicable. Orders may be modified orally by the Contracting Officer in emergency circumstances. Oral modifications shall be confirmed by issuance of a written modification on Standard Form 30 within five (5) working days from the time of the oral communications modifying the order.

(i) Monetary Limitation - The Contractor shall not proceed to incur expenditures and the

Government shall not be obligated to reimburse any amount expended in excess of the amount established in each Task Order unless said amount is increased by formal modification.

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 RATES (SEP 2014)

a. INDIRECT COST BILLING, CEILING and FINAL RATES (To be completed at time of award):

1. Billing Rates:

i. Federal Acquisition Regulation (FAR) 52.216-7(e) Billing Rates, states, “Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established.

These billing rates—

(1) Shall be the anticipated final rates; and,

(2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment.”

Therefore, the Government shall reimburse the Contractor at the established Billing

Rates, as established by the Cognizant Federal Agency (CFA) or cognizant auditor.

Any change(s) to the Billing Rate(s) established, shall be approved by the CFA or cognizant auditor. In the event the Billing Rate(s) exceed any Ceiling Rate(s) established in G.4.a.2. below, the Government shall reimburse the Contractor at the

Ceiling Rate(s).

ii. Interim Billing Rates: In the event that the Contractor does not have Contracting

Officer or authorized representative (cognizant auditor) established Billing Rates, the following Interim Billing Rates apply to this contract:

INTERIM BILLING RATES:

Indirect

Cost

Pool Billing Rate Rate Base

Contractor

Fiscal Year

Fringe

(Ceiling

NA)

TBD (a)

Overhead TBD (b)

G&A TBD (c)

Other TBD (d)

Rates are applied to the following rate base(s):

a. Fringe rate is applied to …

b. Overhead rate is applied to…

c. G&A rate is applied to…

The above rates shall be used for reimbursement on contractor billings, pending review of a well-supported Billing Rate proposal, which is required to be submitted to the mailbox identified below, by the Contractor within six (6) months of contract award. The proposal shall be based upon at least four (4) months of actual costs and estimated costs for the current fiscal year and out-years of this contract. If you have prior year actuals, submit at least two (2) years, if available.

For information about the proposal submission, refer to “Information for Contractors” at http://www.DCAA.Mil/Audit_Process_Overview.html.

CMS, or another CFA official or cognizant auditor, shall review the proposed rates in accordance with FAR 52.216-7(e) and FAR 42.704 Billing rates, to establish Billing rates for the current fiscal year and to provide current recommendations on the out-year rates. After receiving the established CFA or cognizant auditor Billing Rate

Agreement, the Interim Billing Rates no longer apply.

Submit Billing Rate Proposals to:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

2. Indirect Cost Ceiling Rate(s):

a) Indirect Cost Ceiling Rate(s) established (as applicable) for this contract are in accordance with FAR 42.707, Cost Sharing Rates and Limitations on Indirect Cost

Rates, and are as indicated below in the chart.

INDIRECT COST “CEILING” RATES

http://www.dcaa.mil/Audit_Process_Overview.html mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

Indirect

Cost

Pool

Indirect

Cost

Ceiling

Rate

Contractor’s

Fiscal Year

Rate /

Allocatio n Base

Overhead Ex: 7/1/14 to

6/30/15 (a)

G&A Ex: 7/1/14 to

6/30/15 (b)

Other Ex: 7/1/14 to

6/30/15 (c)

Overhead Ex: 7/1/15 to

6/30/16 (a)

G&A Ex: 7/1/15 to

6/30/16 (b)

Other Ex: 7/1/15 to

6/30/16

Overhead Ex: 7/1/16 to

6/30/17 (a)

G&A Ex: 7/1/16 to

6/30/17 (b)

Other Ex: 7/1/16 to

6/30/17

Overhead (a)

G&A (b)

Other (c)

Overhead (a)

G&A (b)

Other (c)

Rates are applied to the following rate/allocation base(s):

Rate/Allocation Base a. Overhead rate is applied to …TBD

Rate/Allocation Base b. G&A rate is applied to…TBD

b) When a ceiling rate(s) is/are established -

(1) The Government will not be obligated to pay any additional amount, should the final indirect cost rate(s) exceed the negotiated ceiling rate(s).

(2) In the event a final indirect cost rate is less than the negotiated ceiling rate, costs will be reimbursed at the final indirect cost rate.

3. Final Indirect Cost Rates: Pursuant to the provisions of FAR 52.216-7, Allowable Cost

& Payment, the allowable Indirect Costs under this contract shall be obtained by applying the CFA approved Final Indirect Cost Rate(s) or the Ceiling Rate(s) (whichever are lower) to the appropriate cost base.

b. INDIRECT COST RATE (ICR) PROPOSAL: Pursuant to FAR 52.216-7, Allowable

Cost and Payment, paragraph (d)(2), Final indirect cost rates, the Contractor shall submit an adequate final annual Indirect Cost Rate proposal within the 6-month period following the expiration of each of its fiscal years.

FAR 42.003(a) provides that the CFA, “…normally will be the agency with the largest dollar amount of negotiated contracts, including options.” FAR 42.703-1 further provides that a single agency shall be responsible for establishing final indirect cost rates for each business unit. This single agency is the CFA and may be DHHS, a delegated component of DHHS or another Federal Agency.

The Contractor shall submit its certified annual Indirect Cost Rate proposal to the following

(for CMS orders to both CMS and the CFA) as identified below:

CMS:

Electronic proposals shall be submitted in MS Word and Excel formats, with .pdf signed

Certification, to (Do not .pdf the entire proposal):

Centers for Medicare & Medicaid Services

Office of Acquisition & Grants Management

Acquisition Business & Services Group

Division of Financial Services at -

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov

AND

COGNIZANT FEDERAL AGENCY:

National Institutes of Health

Hard Copy [Only] Submissions to:

Office of Acquisition Management and Policy

OALM, OD, Director, Division of Financial Advisory Services

6100 Executive Blvd., Room 549C

M/S C-7540

Bethesda, MD 20852

General questions may be submitted via email to:

DFAS-IDC@NIH.Gov mailto:AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov mailto:DFAS-IDC@NIH.Gov

Dept. of Defense:

Any questions about CFA responsibilities on CMS task orders may be submitted to the

OAGM, ABSG, Division of Financial Services at:

AcquisitionDFSIncurredCostSubmission@CMS.HHS.Gov.

The contractor shall otherwise ask the respective ordering OPDIV.

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 52.216-7) 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.

mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

G.7 INVOICING AND PAYMENT

The individual task orders will specify requirements for the preparation of vouchers and invoices.

G.8 METHOD OF PAYMENT

In accordance with FAR 52.232-33, Payment by Electronic Funds Transfer – System for Award

Management (JUL 2013), the Centers for Medicare & Medicaid Services (CMS) shall only make an electronic reimbursement/payment.

In accordance with FAR 52.204-7, System for Award Management (JUL 2013), the contractor must register in the System for Award Management (SAM) database.

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.

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 mailto:CCRChanges@cms.hhs.gov 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 the 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 may be assigned for each task order award.

G.11 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) does not have the authority to and may not issue any technical directions which:

Constitutes an assignment of additional work outside the general scope of work of the

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

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

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

c. All technical direction shall be issued in writing by the COR 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 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 (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.12 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.13 DESIGNATION OF PROPERTY ADMINISTRATOR

The CMS Property Administrator, Tyrone Harris, Office of Property and Space Management at

(410)786-2923, 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).

The contractor shall consult with the ordering OPDIV regarding any Government property on OPDIV task orders.

G.14 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.15 CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)

a. General:

In accordance with Federal Acquisition Regulation (FAR) 42.15, Contractor Performance

Information, past performance evaluations shall be prepared at least annually and at the time the work under a contract or order is completed. Additional interim performance evaluations may be prepared at Contracting Officer discretion, as necessary.

CMS will utilize the Contractor Performance Assessment Reporting System (CPARS), the

Government wide evaluation reporting tool for all past performance reports on contracts and orders, as appropriate. CPARS is a secure Internet website located at https://www.cpars.gov.

b. CPARS Process:

1. CPARS Training: Contractors may obtain CPARS training material and register for on-line training https://www.cpars.gov.

2. Post-Award Contract Registration: CMS is responsible for registering the contract in

CPARS within 30 calendar days of contract award. The Contractor shall:

(a) Designate at least one (1) point of contact that will be responsible for serving as the

Contractor’s Representative (CR). Additional CRs may also be identified; and,

(b) Provide the CMS Contract Specialist with the name(s) and email address(es) of the

CPARS point(s) of contact.

Once CMS registers the contract in CPARS, the CR(s) will receive an automated CPARS email message that contains User IDs and instructions for creating a password for future past performance evaluation processing.

3. Interim, Annual and Final Past Performance Evaluation Reports:

https://www.cpars.gov/ https://www.cpars.gov/

(a) Issuing the Evaluation: Once the CMS Assessing Official (AO) issues an evaluation to the Contractor in CPARS, the CR(s) will receive an email instructing them to login to CPARS to review the evaluation.

(b) Contractor Comments: The CR has the option to provide comments on the evaluation, indicate if they concur or do not concur with the evaluation, sign, and then return the evaluation to the AO. The CR has a total of 60 days following the AO’s evaluation signature date to submit comments. If the CR submits comments within the first 14 days following the AO’s signature date and the AO closes the evaluation, the evaluation will become available in Past Performance Information Retrieval

System - Report Card (PPIRS-RC) within 1 day.

On day 15 following the AO’s evaluation signature date, the evaluation will become available in PPIRS-RC with or without CR comments and whether or not it has been closed by the AO. If no CR comments have been sent and the evaluation has not been closed, it will be marked as “Pending” in PPIRS-RC.

If the CR sends comments at any time prior to 61 days following the AO’s evaluation signature date, those comments will be reflected in PPIRS-RC within 1 day. On day

61 following the AO’s evaluation signature date, the CR will be “locked out” of the evaluation and may no longer send comments.

4. The contractor shall follow any OPDIV specific past performance processes for OPDIV task orders.

G.16 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.17 SERVICE OF CONSULTANTS/SUBCONTRACTORS

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

2. 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 OCT 2014

G.18 SUBCONTRACTING REPORT (Only for Large Business Contractors)

The Contractor shall report all subcontract awards to small, small disadvantaged, women-owned, HUBZones, veteran-owned and service-disabled veteran-owned small business concerns. The reports shall be prepared using the electronic Subcontracting Reporting System (eSRS) via the internet at http://www.esrs.gov. The Individual Subcontracting Report (ISR), formerly SF 294, and the Summary Subcontracting Report (SSR), formerly, SF 295 shall be submitted as follows:

Reporting Period Report Due Due Date

Oct 1 –…