SF33_75FCMC21R0041 Solicitation.pdf

RFP - 75FCMC21R0041

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SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 BRIEF DESCRIPTION OF SERVICES

The purpose of this contract is to obtain contact center training and content (CTC) support to develop and maintain training and content solutions for use by customer service representatives (CSRs) within the contact center operations (CCO) and facilitate continuous improvement of the program.

B.2 TYPE OF CONTRACT

This is cost-plus-award-fee (CPAF) contract.

B.3 SCHEDULE

The following schedule delineates the estimated cost, base fee and award fee for each period of performance: (See also Attachment J-1 for an additional cost and fee breakout by month, Contract

Line Item (CLIN) and Sub Line Items (SLINs). SLINS have been established for reporting purposes only.)*

CLIN Description PSC Accounting

Classification

Unit of

Measure Quantity

Estimated

Cost Base Fee

Award

Fee Total

Period of

Performance

Base Period

(Transition) R499 $1 $ $ $ $ 12 Months

0002 Option Period 1 R499 $1 12 Months

0003 Option Period 2 R499 $1 12 Months

0004 Option Period 3 R499 $1 12 Months

0005 Option Period 4 R499 $1 12 Months

*The Contractor may exceed the total estimated cost for each SLIN in Attachment J-1. However, deviations of 10% or greater shall be approved by the Contracting Officer prior to their occurrence. In the event the Contractor anticipates deviations of 10% or greater per SLIN, the Contractor shall submit in writing to the Contracting Officer a narrative detail in order to permit an adequate evaluation of costs incurred and/or estimated to be incurred in excess of the estimated cost. In no event shall the Contractor exceed the total estimated cost of the CLIN in the table above. This does not relieve the Contractor of their responsibility to notify the Contracting Officer in accordance with FAR 52.232-20, Limitation of

Cost (as applicable), as it applies to the total contract price.

B.4 BASE FEE PAYMENT SCHEDULE

The base fee set forth in this contract will be paid in installments at the time of each monthly provisional payment. The amount of each such base fee installment shall be paid at the same ratio as the total base fee is to total estimated costs. The sum of such installments shall not exceed the total negotiated base fee established by CLIN.

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B.5 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 an Award Fee

Evaluation Plan (See Attachment J-2). 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 Award Fee 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.

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SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

The attached Statement of Work (See Attachment J-3) provides requirements which the Contractor is expected to accomplish to meet minimum contract needs.

Independently, and not as an agent of the Government, the Contractor shall furnish the necessary services, personnel, materials, equipment, and facilities, not otherwise provided by the Government, as needed to perform this contract.

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SECTION D - PACKAGING AND MARKING

D.1 PACKAGING, MARKING AND SHIPPING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with the Statement of Work.

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SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR 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. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov

NUMBER TITLE DATE

52.246-5 Inspection of Services - Cost-Reimbursement. APR 1984

E.2 INSPECTION AND ACCEPTANCE

All work under this contract is subject to inspection and final acceptance by the Contracting Officer or the duly authorized representative of the Government. The authorized representative of the Government is the

Contracting Officer’s Representative (COR).

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’S REPRESENTATIVE (COR)

All items to be delivered to COR will be deemed to have been approved thirty (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 items submitted shall be within the general scope of work stated in this contract.

http://www.acquisition.gov/

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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. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov

NUMBER TITLE DATE

52.242-15 Stop-Work Order. APR 1989

52.242-15 Stop-Work Order. - Alternate I APR 1984

F.2 PERIOD OF PERFORMANCE

The work and services required hereunder shall be delivered as follows: The Base Period) will occur for twelve months commencing on the contract award date. Performance beyond the Base Period may be authorized by the Government's right to unilaterally exercise the following option periods:

Base Period (Includes Transition) – Award date through 12 months

OPTION PERIODS

Option Period 1 – 12 Months

Option Period 2 – 12 Months

Option Period 3 – 12 Months

Option Period 4 – 12 Months

NOTE: The option periods delineated above may be executed in accordance with FAR 52.217-9 (See

Section I of this contract).

F.3 TIME AND PLACE OF DELIVERIES

The deliverables to be furnished must be delivered in accordance with the delivery schedule as specified in the Statement of Work and below:

1. Billing Rate Proposal (if applicable) – within six (6) months of contract award (See Section

G.3)

2. Indirect Cost Rate proposal – within the 6-month period following the expiration of each of the contractor’s fiscal years (See Section G.3)

3. Property Management System – 30 days after contract award (See Section G.6)

4. Annual Property Inventory – conducted by September 30th (See Section G.6)

5. Report of Accountable Personal Property – submitted by October 31st of each year. (See

Section G.6)

6. The final inventory report – submitted upon the date of contract expiration (See Section G.6)

7. COI mitigation plan – submitted within 30 days after a conflict is identified unless otherwise specified by the CO (See Section H.1) http://www.acquisition.gov/

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SECTION G - CONTRACT ADMINISTRATION DATA

G.1 USE OF GOVERNMENT DATA

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 the Government-supplied data for a purpose other than solely for the 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 all 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.2 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.3 INDIRECT COST RATES (MAY 2021)

Paragraphs 1 and 2 below apply only to contractors where the Department of Human Health and

Services (HHS), or one of its Operating Divisions (e.g. CMS), is recognized as the Cognizant Federal

Agency (CFA) as defined in FAR 42.003.

If an Agency other than HHS (or one of HHS’ Operating Divisions) is identified as the CFA (e.g. Defense

Contract Management Agency), paragraphs 1 and 2 below do not apply. Rather, the contractor must provide a copy of all applicable and executed provisional billing rate agreements, forward pricing rate agreements, and final indirect cost rate agreements to the CMS Acquisition Division of Financial Services mailbox: AcquisitionDFSIncurredCostSubmission@cms.hhs.gov.

mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

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1. Provisional Billing Rates

(a) Formation

(1) Until final indirect cost rates are established pursuant to FAR 52.216-7(d), the Government will reimburse the contractor’s incurred indirect costs temporarily using the provisional billing rates established in the Provisional Billing Rate Agreement as described below.

(2) In accordance with FAR 52.216-7(e), FAR Subpart 42.707, and HHSAR Subpart

342.705, the following authorized Agency shall execute a Provisional Billing Rate

Agreement setting forth the provisional billing rates to be used by the contractor:

Financial Management Services, Division of Cost Allocation, Program

Support Center (PSC) contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations

National Institute of Health (NIH), Division of Financial Advisory

Services (DFAS) contracts awarded to for profit organizations

Billing rates may be prospectively or retroactively revised by mutual agreement of the respective authorized Agency and the contractor at either party’s request.

(3) The contractor shall submit an annual Provisional Billing Rate Proposal no later than two months prior to the start of the contractor’s fiscal year. For example, if the contractor’s fiscal year ends on December 31 the Provisional Billing Rate Proposal shall be submitted no later than November 1 the preceding year.

(4) In the absence of an executed Provisional Billing Rate Agreement, the contractor shall submit all vouchers for reimbursement of incurred indirect costs at the rates submitted for review in the contractor’s applicable, annual Provisional Billing Rate Proposal.

(5) If the contractor fails to submit a timely Provisional Billing Rate Proposal within the time specified in paragraph (a)(2) of this clause, the Contracting Officer may disallow payment of indirect costs (in part or entirely) until:

(i) A Provisional Billing Rate Proposal is submitted; or

(ii) The authorized Agency representative unilaterally establishes provisional billing rates for the fiscal year in accordance with FAR 52.216-7.

(b) Provisional Billing Rate Proposal Requirements

(1) The Provisional Billing Rate Proposal shall include:

(i) A cover letter which contains:

a. A summary of the proposed billing rates;

b. A listing, with applicable point-of-contact information, of company representatives, who can be contacted regarding the proposal;

c. A listing identifying applicable contract(s) with CMS and other Federal

Government awards, which require billings rates for the proposed period.

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(ii) Billing rate calculations with separate supporting budgets for each final and intermediate cost pool, including the components of each indirect pool and allocation base as well as the computation of each indirect rate. Each calculation shall include a succinct description and rationale.

(iii) The prior fiscal year pool and base, including the components of each indirect cost pool and corresponding base, as well as the computation of each indirect rate.

(iv) Current FY year to date (YTD) pool and base, including the components of each indirect cost pool and its allocation base, as well as the computation of each YTD indirect rate

(v) Current FY budget pool and base, if available.

(vi) Comparative analysis with explanation of any significant rate differences (at or above 3%) from the previous year.

(2) The Contractor shall submit a revised annual Provisional Billing Rate Proposal in accordance with the Provisional Billing Rate Proposal Requirements as outlined above whenever there is a material change in the contractor’s rates or indirect rate structure.

(i) A material change shall include, but not be limited to, an event which causes a significant rate difference (at or above 3%), such as the award or termination of a contract to the contractor.

(ii) The revised annual Provisional Billing Rate Proposal shall be due within 60 days of the effective date of the material change.

(c) Provisional Billing Rate Proposal Submission

The Provisional Billing Rate Proposal shall be submitted to the CMS Acquisition Division of

Financial Services mailbox at AcquisitionDFSIncurredCostSubmission@cms.hhs.gov and to the respective authorized Agency as follows:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations cas-bethesda@psc.hhs.gov

NIH-

DFAS

contracts awarded to for profit organizations dfas-idc@nih.gov

2. Final Indirect Cost Rates

(a) Final Rate Agreement

In accordance with FAR 52.216-7(d), FAR Subpart 42.705, and HHSAR Subpart 342.705, the following authorized Agency shall execute a Final Rate Agreement setting forth the final indirect cost rates to be used by the contractor:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations

NIH

contracts awarded to for profit organizations

(b) Incurred Cost Proposal Submission Requirements

The contractor’s adequate final indirect cost rate proposal shall be submitted within the 6-month period following the expiration of each of its fiscal years in accordance with FAR 52.216-7(d) to mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov mailto:cas-bethesda@psc.hhs.gov mailto:dfas-idc@nih.gov

11 | P a g e the CMS Acquisition Division of Financial Services mailbox at AcquisitionDFSIncurredCostSubmission@cms.hhs.gov and to the respective authorized

Agency as follows:

PSC contracts awarded to State and local governments, colleges and universities, hospitals, and other nonprofit organizations cas-bethesda@psc.hhs.gov

NIH-

contracts awarded to for profit organizations dfas-idc@nih.gov

3. Final Indirect Cost Rate Ceilings

In accordance with FAR 42.707, The Government will not be obligated to pay any additional amount should the final indirect cost rates exceed the negotiated ceiling rates as follows:

Indirect Cost

Pool

Indirect Cost Ceiling

Rate

Contractor’s Fiscal

Year Rate / Allocation Base

Overhead Example: Jan 1, 2021 –

Dec 31, 2021

G&A

Overhead Example: Jan 1, 2022 –

Dec 31, 2022

G&A

In the event that the final indirect cost rates are less than the negotiated ceiling rates, the negotiated rates shall be reduced to conform to the lower rates.

G.4 SUBCONTRACT CONSENT

a. If the contractor does not have an approved purchasing system, consent to subcontract is required as indicated in FAR 44.202-1. If the contractor has a government approved purchasing system, consent is required for the following subcontracts: (See Section I, FAR 52.244-2 (Alt 1)), entitled

“Subcontracts.”)

b. To facilitate the review of a proposed subcontract, the Contractor shall submit the information required by the FAR Clause 52.244-2 (Alt 1) entitled, "Subcontracts."

c. Consent is hereby granted for the use of the following subcontractors: (See also Section I, FAR

52.244-2 (Alt 1) for subcontracts evaluated during negotiations)

G.5 CONSULTANT APPROVAL

a. The Contractor shall obtain prior written approval from the Contracting Officer whenever an individual and/or commercial entity is to be reimbursed as a "Consultant" under this contract. The term “Consultant” is defined in FAR 31.205-33.

mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov mailto:cas-bethesda@psc.hhs.gov mailto:dfas-idc@nih.gov

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b. To obtain approval of proposed consultants, the Contractor must submit the following to the

Contracting Officer:

(i) The work for the Consultant(s) is being hired to perform;

(ii) The necessity of contracting for the service, considering the contractor’s capability in the particular area;

(iii) The past pattern of acquiring such services and their costs;

(iv) Whether the service can be performed more economically by employment rather than by contracting;

(v) The qualifications of the individual or concern rendering the service and the customary fee charged, especially on non-Government contracts;

(vi) A written determination that the rate proposed for the consultant is fair and reasonable and the Contractor’s statement regarding whether or not the fees paid to the Consultant will exceed the lowest fee charged by others for performing similar consulting services;

(vii) A justification for the number of hours proposed for the Consultant; and,

(viii) A copy of the contractual agreement for the service which shall include a description of the service, estimate of time required, rate of compensation, and termination provisions

c. The following consultants are hereby approved for the periods of time, rates and total amounts shown:

NAME # DAYS DAILY/HOURLY RATE TOTAL AMOUNT

G.6 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 DHHS

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. The report shall be a consolidated report of all government property under this contract including subcontractor inventory. Following the physical inventory, the contractor shall prepare an inventory report and submit the report to the Contracting Officer and CMS Property

Administrator at the following address:

Centers for Medicare & Medicaid Services

OICS, Facilities and Logistics Management Group

Attn: Andre Diggs

Division of Logistics and Commuter Services

7500 Security Blvd, MSSL-14-11

Baltimore, MD 21244-1850

c. 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 through the Contracting Officer via submission of a Form HHS-

22. The final inventory report shall be submitted upon the date of contract expiration.

d. The management and control of Government Property must be in accordance with HHS Publication entitled, "Contracting Guide to Contract of Government Property," a copy of which will be provided

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e. The contractor shall provide a description of their property management system, plan, and any customary commercial practices, voluntary consensus standards, or industry-leading practices and standards to be used in managing Government property no later than 30 days after contract award with updates as necessary.

G.7 GOVERNMENT FURNISHED PROPERTY

Pursuant to FAR Part 45 - Government Property and Clause to 52.245-1, of this contract, the Government will furnish for performance of the work required herein, items as specified in Attachment J-4.

G.8 CONTRACTING OFFICER’S AUTHORIZATION (COA)

a. In order to efficiently document approval of property purchases and to facilitate invoice approval and final contract audits, a COA is required prior to the purchase of Contractor Acquired Property (CAP) over $1,000.

b. Requests for a COA shall include:

• Reason for the purchase and why it is appropriate.

• Complete listing of items to be purchased.

• Competing quotes if applicable or justification for sole source.

• Recommended Source

• Lease vs. Buy analysis or justification for its absence.

G.9 PAYMENTS – INVOICES (AUG 2020)

a. GENERAL: Effective August 31, 2020, the contractor/vendor shall create an invoice within the

Invoice Processing Platform (IPP), a secure Web-based service for federal agencies and their vendors to manage government invoicing from purchase order (PO) through payment notification. Note: All invoice terms and conditions are contract specific and may vary from contract to contract.

b. CONTENT OF INVOICE: FAR 32.905 Payment Documentation and Process, provides the required content for a proper invoice. In addition to the requirements of FAR 32.905, the following items shall also be included on the invoice to be considered proper:

• Line item number (i.e. CLIN/SLIN as applicable);

• Contractor’s DUNS Number;

• Period of performance or delivery date of goods or services provided;

• Attachments

c. INVOICE SUBMISSION: The contractor/vendor shall create an invoice from the Purchase Order

(PO)/Contract via the IPP website http://www.ipp.gov/. For questions, call IPP Customer Support at

(866) 973-3131 or email the IPP Customer Support at IPPCustomerSupport@fiscal.treasury.gov.

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_9.html#wp1032997 http://www.ipp.gov/

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d. PAYMENTS: The Government shall make payment of all proper invoices in accordance with the following clauses:

• FAR 52.232-33 Payments by Electronic Funds Transfer – System for Award Management,

• FAR 52.232-1 Payments

• FAR 52.212-4 Contract Terms and Conditions – Commercial Items (If applicable)

• FAR 52.216-7 Allowable Cost and Payment

• FAR 52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts

Payment shall be made upon acceptance by the Contracting Officer’s Representative (COR) in accordance with the applicable FAR Inspection and Acceptance clause and the Contracting Officer’s approval, as appropriate.

Reimbursement for invoices submitted under this contract shall be made no later than 30 calendar days after receipt of a proper invoice from the Contractor requested at the paying office designated above. Contracts with a 15-day payment term are not subject to interest payments until after day 30.

e. 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 a proper invoice in IPP.

Determinations of interest due will be made in accordance with the provisions of the Prompt Payment

Act and 5 CFR 1315.

G.10 CONTRACTOR WORK PERFORMED OUTSIDE THE UNITED STATES AND ITS

TERRITORIES (JAN 2021)

To comply with requirements of Homeland Security Presidential Directive -12 (HSPD-12) and Personal

Identity Verification (PIV) of Federal Employees and Contractors, CMS must achieve appropriate security assurance for multiple CMS information systems by efficiently verifying the claimed identity of individuals working on the contract. The Contractor and its subcontractor(s) shall not perform any activities under this contract, including the transmission of data or other information, outside of the

United States (U.S.) and its Territories without the prior written approval of the Contracting Officer. If work must be performed outside the U.S., the Contractor shall submit a request to the Contracting Officer, in writing, at least 45 calendar days prior to the work beginning.

The Contracting Officer will consider the following factors in making a decision whether to authorize the performance of work outside the U.S. and its Territories:

1. The necessity of the work to be performed outside the United States and its territories;

2. The Statement of Work under contract that will be performed outside the U.S. and its Territories;

3. Total projected dollar value of the work to be performed outside the U.S.;

4. Total projected number of labor hours and length of time to be performed for each individual employee working outside the U.S.;

5. The desired country/location where the work will be performed;

6. FAR Part 25, Foreign Acquisitions, and all other laws and regulations applicable to the performance of work outside the U.S.;

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7. The contractor and/or its subcontractor(s) plans to adequately protect and secure CMS data, as well as abide by all applicable laws and regulations when work is performed outside of the U.S.

and its Territories. Plans shall include -

a. Adequate contract terms regarding system security;

b. Adequate contract terms regarding the confidentiality and privacy requirements for information and data protection;

c. Adequate contract terms that are otherwise relevant, including the requirements of the

Statement of Work;

d. The Contractor’s corporate compliance plan and internal policies and procedures designed to prevent and detect violations of applicable law, regulations, rules and ethical standards by employees, agents and others; and,

8. The necessity of Government Furnished Equipment (GFE) or Contractor Owned/Contractor

Operated (COCO) devices to be used outside the U.S. and verification of a secure VPN access.

9. Compliance with Executive Order 13940 Aligning Federal Contracting and Hiring Practices

With the Interests of American Workers. Determine if approval will reduce opportunities for the United States contractor workers performing in the United States and if this would cause any potential effects to national security.

10. Conformance with Section 889 “Prohibition on Certain Telecommunications and Video

Surveillance Services or Equipment”, of Public Law 115-232.

11. Determination that approval is in best interest of the Government.

The Contractor’s request for authorization to perform work outside the U.S. shall include supplemental information to demonstrate that the performance of the work outside the U.S. satisfies all of the above factors. Contracting Officer approval to perform work outside the U.S. may require additional Statement of Work requirements, additional contract terms and conditions and/or Federal

Acquisition Regulation (FAR) clauses to be incorporated into the contract.

G.11 CONTRACTOR PAST PERFORMANCE EVALUATIONS (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:

i. 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, https://www.cpars.gov/ https://www.cpars.gov/

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ii. 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:

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

CPARS within 1 day.

On day 15 following the AO’s evaluation signature date, the evaluation will become available in CPARS 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 CPARS.

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 CPARS 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.

G.12 GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (SEPT 2021)

Following are the Government Representatives and their respective roles and responsibilities on this contract:

a. Contracting Officer

As defined in Federal Acquisition Regulation (FAR) 2.101, Definitions, and in accordance with FAR 1.602-1, Authority, “Contracting officers have authority to enter into, administer, and/or terminate contracts and make related determinations and findings.” There is no other authorized representative or any other Administrative

Contracting Officer assigned to this contract to carry out a Contracting Officer’s duties, except for technical direction assigned to the Contracting Officer’s

Representative, if applicable.

The Contracting Officer is:

Office of Acquisition & Grants Management

Acquisition & Grants Group

Division of Beneficiary Support Services

ATTN: Deborah S. Lester

7500 Security Blvd.

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Mail-stop: B3-30-03

Phone: 410-786-5136

Email Address: Deborah.Lester@cms.hhs.gov

b. Contract Specialist

Notwithstanding any of the other provisions of this Contract, the Contract Specialist will assist the Contracting Officer with his/her responsibilities as defined in the FAR.

The Contract Specialist is:

Office of Acquisition & Grants Management

Acquisition & Grants Group

Division of Beneficiary Support Services

ATTN: Lauren Teal

7500 Security Blvd.

Mail-stop: B3-30-03

Phone: 410-786-2993

Email Address: Lauren.Teal@cms.hhs.gov

c. Contracting Officer’s Representative

The Contracting Officer’s Representative (COR), as defined in FAR 2.101, Definitions, is:

Office of Communications

Call Center Operations Group

ATTN: TBD

7500 Security Blvd.

Mail-stop: TBD

Phone: TBD

Email: TBD

In accordance with FAR 1.602-2(d), Responsibilities, the COR’s delegated responsibilities are identified in the Contracting Officer’s appointment memorandum, a copy of which will be furnished to the contractor.

The COR will serve as the primary liaison between the Contractor and the Contracting

Officer and perform duties within the limitations of the COR’s responsibilities in accordance with FAR 1.602-2(d).

Technical direction must be within the general scope of the work stated in the contract.

The term "technical direction" is defined to include, without limitation, the following:

mailto:Deborah.Lester@cms.hhs.gov mailto:Lauren.Teal@cms.hhs.gov

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(1) Directions to the Contractor which direct 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 technical requirements as identified in the Statement of Work or Performance

Work Statement; or

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

Technical direction within the scope of the contract, shall be “in writing” whenever possible and routed through the CO prior to release to the Contractor. If technical direction is verbally communicated, the COR must immediately confirm its direction in writing. Where doubt exists as to whether proposed technical direction is within or outside the scope of the contract, the CO shall be contacted.

If, in the opinion of the Contractor, any instruction or direction issued by a

Government representative constitutes a change to the contract or constitutes a

“Change Order” as defined in FAR 2.101, Definitions, the Contractor shall follow the instructions identified in FAR 52.243-7 Notification of Changes.

The COR “has no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract nor in any way direct the contractor or its subcontractors to operate in conflict with the contract terms and conditions” See FAR 1.202-2(d)(5). ). The COR’s authority is not re-delegable and the COR may be personally liable for unauthorized acts in accordance with FAR

1.202-(d)(7)(iv) and (v). For example, the COR does not have the authority to:

1. Make changes to contract terms and conditions;

2. Direct the contractor to perform work or make deliveries not specifically required under the contract;

3. Waive or relax the Government’s rights with regard to the Contractor’s compliance with the specifications, price, delivery or any other terms or conditions of the contract;

4. Make any commitments or approve any actions that would create any financial obligation on the part of the Government; or

5. Issue direction that constitutes a “change” as defined in:

FAR 52.243-1, Changes – Fixed Price;

FAR 52.243-2, Changes – Cost Reimbursement;

FAR 52.243-3, Changes – Time and Material and Labor Hour;

FAR 52.243-4, Changes; or, FAR 52.243-5, Changes and Changed Conditions.

In addition to the above responsibilities, the COR and/or Contractor shall immediately notify the

Contracting Officer of any contractual concerns related to the following:

1. Personal Services: FAR 37.104(a) provides that, “[a] personal services contract is characterized by the employer-employee relationship it creates between the Government and the contractor’s personnel. The Government is normally required to obtain its employees by direct hire under competitive appointment or other procedures required by the civil service laws. Obtaining personal services by contract, rather than by direct hire, circumvents those laws unless Congress has specifically authorized acquisition of the services by contract.”

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Under this contract, the services to be performed do not require the Contractor or the Contractor’s personnel to exercise personal judgement and discretion on behalf of the Government. Rather, the

Contractor’s personnel will act and exercise personal judgement and discretion on behalf of the

Contractor. The services to be performed under this contract are not for personal services as defined by FAR 37.104.

Both the Government and the Contractor have a responsibility to monitor contract activities. The

CO must be notified immediately if at any time during contract performance the interaction between the Government representative and Contractor personnel constitutes or is perceived to constitute personal services. Both the Government and Contractor personnel must exercise caution to ensure that service contracts not personal in nature avoid even the appearance of a personal services contract.

2. Inherently Governmental Functions: The agency shall not use contractors for the performance of inherently governmental functions unless issued under statutory authority See FAR 7.5 Inherently

Governmental Functions. As defined in FAR 2.101, “Inherently Governmental Function” means, as a matter of policy, a function that is so intimately related to the public interest as to mandate performance by Government employees. An inherently governmental function includes activities that require either the exercise of discretion in applying Government authority, or the making of value judgments in making decisions for the Government. Inherently governmental functions DO

NOT normally include gathering information for or providing advice, opinions, recommendations, or ideas to Government officials.

FAR 7.503(c) provides a list of examples of functions considered to be inherently governmental functions or which shall be treated as such.

To this effect, during contract performance, care should be taken to ensure that any change or expansion in scope of the requirement does not include inherently governmental functions. Further, due to the nature of a given requirement, there is a potential for close working relationships to develop between Government and Contractor personnel; however, care should be taken to ensure that any familiarity established between the Government and Contractor personnel never promotes or fosters an environment that allows for the assignment of inherently governmental functions to contractor employee(s).

3. Unauthorized Commitments: In carrying out his/her duties, in accordance with FAR 1.602-

2(d)(5), the COR “[h[as no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract, or in any way direct the

Contractor, or its Subcontractors, to operate in conflict with the contract terms and conditions.” Doing so constitutes an “unauthorized commitment.” The Contracting Officer is the only individual with the authority to enter into an agreement on behalf of the Government. An unauthorized commitment is defined as “an agreement that is not binding solely because the

Government representative who made it lacked the authority to enter into that agreement on behalf of the Government.” FAR 1-602-3(a). Examples of unauthorized commitments include, but are not limited to, the following:

• Orders placed with a Contractor without a valid contractual instrument in place.

• Directing any Contractor to do additional work, in excess of the contract value, or work beyond the Period of Performance.

• Authorize new work to a contract without notifying the Contracting Officer (CO) or

Contract Specialist (CS) and having a modification in place for the new work.

• Directing the Contractor, in any way that could change the terms and conditions of the contractual instrument or be deemed outside the Scope of the contract.

https://www.acquisition.gov/content/part-1-federal-acquisition-regulations-system#i1126427 https://www.acquisition.gov/content/part-1-federal-acquisition-regulations-system#i1126427

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Unauthorized commitments are a serious matter and may result in personal liability on the part of the employee who committed the unauthorized commitment. Ratification, is “the act of approving an unauthorized commitment by an official who has the authority to do so.” FAR

1.602-3(a).

G.13 BUSINESS MEALS

a. It is the Department’s policy that OPDIVS and STAFFDIVS shall not use appropriated funds to purchase food (whether for conferences or meetings for; meals, light refreshments, or beverages; or for Federal or non-Federal participants).

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

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CONFLICT OF INTEREST (OCT 2020)

a. General: The contractor and the services provided under this contract shall be free, to the greatest extent possible, of all Organizational and Personal Conflicts of Interest. Consistent with these terms and conditions, all references to Organizational and/or Personal Conflicts of Interests will be referred to individually or collectively, as Conflicts of Interest (COI). Except as defined by these terms and conditions and in accordance with FAR 9.503, the Contracting Officer shall not maintain a contract with a contractor the Contracting Officer (CO) determines has, or has the potential for, an unresolved COI.

b. Definitions:

Actual COI – The COI is either currently in existence as determined by the contractor or CMS. This form of COI will require avoidance, neutralization or mitigation acceptable to CMS.

Affiliates – Associated business concerns or individual(s) if, directly or indirectly, either one controls or can control the other; or a third party controls or can control both.

Apparent (Perceived) COI – The COI on first observation appears to be an actual or potential COI, but may or may not be after analysis.

Avoidance – To prevent the occurrence of a COI through actions such as exclusion of sources or modification of requirements. Avoidance precludes the conflict.

Contractor – The term contractor is used synonymously with offeror.

Financial Relationships – A direct or indirect ownership or investment interest (including a stock option or non-vested interest) in any entity that exists through equity, debt, or other means and includes any indirect ownership or investment interest no matter how many levels removed from a direct interest.

Mitigation – To reduce the effects of a COI to an acceptable level of risk so that the Government’s interest with regard to fair competition and/or contract performance are not impaired. The conflict remains but action was taken that minimizes the impact of the conflict to an acceptable level of risk.

Mitigation Plan – The contractor’s written approach to mitigating a COI as documented in Attachment J-5 Section B.4.

Neutralization – To counteract, through a specific action, the effects of potential or actual COI. The conflict remains, but the impact of the conflict has been negated.

Organizational Conflict of Interest – Occurs when other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the

Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

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Personal Conflicts of Interest – A situation in which a person has a financial interest, personal activity, or relationship that could impair the person’s ability to act impartially and in the best interest of the Government when performing under this contract.

Potential COI – A future situation or circumstance that would create a conflict of interest.

Three (3) Types of COIs include:

Conflict Types Definitions

Biased Ground Rules

Consists of situations where a contractor and/or its affiliate(s), as part of its performance of a Government contract, has helped (or is in a position to help) set the ground rules for another Government contract by, for example, writing the statement of work or the specifications, or establishing source-selection criteria. In these “biased ground rules” cases, the primary concern is that the entity could skew the competition, whether intentionally or not, in favor of itself and/or its affiliates.

Impaired Objectivity

Consists of situations where a contractor and/or its affiliate(s) has an interest (typically financial) that may conflict with the interest of the Government to whom the contractor has a contractual obligation, and where the entity’s work under the Government contract could give the contractor the opportunity to benefit its other business interests. If the entity is providing recommendations, judgment or advice, and its other business interests could be affected by that recommendation, judgment or advice, it’s objectivity may be impaired. An example is where the entity was evaluating itself or evaluating an affiliate or a competitor, either through an assessment of performance under another contract or an evaluation of proposals.

Unequal Access to

Information

“Unfair” access to non-public information – Consists of situations where a contractor and/or its affiliate(s) has access to nonpublic information (including proprietary information and non-public source-selection information) as part of its performance of a Government contract and that information may provide the entity with a competitive advantage in a later competition for a

Government contract. In these “unequal access to information” cases, the concern is limited to the risk of the contractor and/or its affiliates gaining an unfair competitive advantage; there is no issue of bias. Note: Incumbency alone does not constitute

“unequal access to information.”

c. Significant Potential Conflict of Interest:

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1. Nature of Potential Conflict: Although not all inclusive, the following are considered to be an actual, potential or apparent COI with the work to be performed under this contract. The contractor shall promptly notify the CO if it is an entity, or affiliated with an entity, where any of the following circumstances exist:

a) Bias Ground rules, impaired objectivity and unequal access to information as explained in the definitions above and/or;

b) Within the three types of conflicts of interest, the CO has identified the following specific circumstances of conflicts:

1) Impaired Objectivity - CMS anticipates that an offeror will have a conflict of interest if they, or an affiliate, are a current Independent Quality Assurance (IQA) contractor or subcontractor.

The conflict arises where the IQA contractor could have the motivation and opportunity to provide more favorable assessments of CCO performance as there is a direct correlation between the content and training developed under the CTC contract and CCO performance, which may be tied to CTC award fee and CPARs evaluations.

The prime IQA contractor, and its affiliates, will be excluded from proposing as the prime

CTC contractor. However, there may be circumstances where an IQA subcontractor may proposed as a prime or subcontractor on the CTC effort if an acceptable mitigation strategy is proposed.

2) Impaired Objectivity - CMS anticipates that an offeror will have a conflict of interest if they, or an affiliate, either proposing as a CTC prime or subcontractor, are already a Call

Center Analytics Support (CCAS) prime contractor or subcontractor.

The conflict arises where the CCAS contractor or subcontractor, who is assisting in the preparation of work products or is providing an independent review or assessment, for the government, of the effectiveness of the operations under the CCO environment or recommending strategies for future work or contracts to include the CTC contract, could have the motivation and opportunity to provide recommendations that are more favorable to their company’s interests.

The prime CCAS contractor, and its affiliates, will be excluded from proposing as the prime CTC contractor. However, there may be circumstances where a CCAS subcontractor may propose as a prime or subcontractor on the CTC effort if an acceptable mitigation strategy is proposed.

3) Biased Ground Rules - Offerors may not bid on the CTC contract as the prime contractor if they, or an affiliate, provided the Government with acquisition planning services related to the CTC requirement. Specifically, this would include the CMS Call Center Analytics

Support (CCAS) contractor.

The prime CCAS contractor, and their affiliates, would be excluded as a CTC prime.

However, there may be circumstances where a CCAS subcontractor may propose as a prime or subcontractor on the CTC effort if an acceptable mitigation strategy is proposed.

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4) Unequal Access to Information– Offerors may not bid on the CTC contract as the prime contractor if they, or an affiliate, are preparing work products or are providing an independent review or assessment, for the government, of the effectiveness of the operations under the CTC contract or recommending strategies for future work or contracts. Specifically, this would include the

CMS Call Center Analytics Support (CCAS) contract. Through performance of its contract, a contractor may be privy to CMS decisions that will result in acquisition decisions or scope changes and may also have access to contractor proprietary information.

The prime CCAS contractor, and their affiliates, would be excluded from proposing as a

CTC prime. However, there may be circumstances where a CCAS subcontractor may propose as a prime or subcontractor on the CTC effort if an acceptable mitigation strategy is proposed.

2. Proposed Restraint on Future Contractor Activities: CMS is proposing to restrain future

Contractor activities as follows:

a) The CTC contractor and their affiliates, may not, during the term of this CTC contract bid on a contract to operate or administer, for the Government, as a prime contractor, any CCO call center or IQA contract. In all circumstances, a prime contractor will be excluded.

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