Solicitation - 75FCMC26R0041.pdf

SOLICITATION OFFER AND AWARD 1

1. ThisContractlsaRatadOrder11ndet1heDelensePrioritiesandAllocations ► !RATING

1 1 Syalem (OPAS) • Code of Federal Regulations· al 15 CFR 700.

IPAGE OF PAGES

1 I 79

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

7. ISSUED BY

75FCMC26R0041

CODEI HHSCMS

DIVISION OF PROGRAM INTEGRITY & FINANCIAL MGMT CONTRACTS,

CMS-OAGM

7500 SECURITY BOULEVARD, MS: 83-30-03

BALTIMORE, MD 21244-1850

□ SEALED BID (IFB) INVITATION FDR BIO

4/03/2026 [81 NEGOTIATED (RFP) REQUEST FOR

PROPOSAL

8. ADD RESS OFFER TO (If other /llan item 7)

NOTE: In sealed bid solicitations "offer'' and "offerer'' mean "bid" and "bidder''.

SOLICITATION

9. Seated offers in original and __

____ copies for fumishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in ____________ until 10:00 AM tocat time 4/17/2026 (Houf) (Date}

CAUTION• LATE Submissions, Modifications, and Withdrawals: See Section L. Provision Number 52.214-7 or 52.215-1. All offers are subject to all terms and oondttion• conlained In this solicitation

10. FOR A. NAME B. TELEPHONE (NO COLLECT CALLS) C. EMAIL ADDRESS

►INFORMATION AREA CODE

r

UMBER

I

EXTENSION

CALL: Kyle Patton kyle.patton@cms.hhs.gov

11 TABLE OF CONTENTS

(X) SECTION DESCRIPTION PAGE(S) (X) SECTION DESCRIPTION PAGE(S)

PART I· THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 19-45X

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-4 PART Ill - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

X C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 5 XI J LIST OF ATTACHMENTS

X D PACKAGING AND MARKING 5 PART IV· REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 5 - REPRESENTATIONS, CERTIFICATIONS AND OTHER

X 6-7 .x.. K STATEMENTS OF OFFERORS F DELIVERIES OR PERFORMANCE

X G CONTRACT ADMINISTRATION DATA 8-10 X L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

X H SPECIAL CONTRACT REQUIREMENTS 11-18 X M EVALUATION FACTORS FOR AWARD

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted wrthin calendar days (50 calendardsys unless e different

46-68

70-75 76-79 period is inserted by the offeror) from the date ror receipt of offers specified above, to rumish any or all items upon which prices are offered at the set opposrte each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT ► 10 CALENDAR DAYS(%)

20 CALENDAR DAYS(%) 30 CALENDAR DAYS(%) I CALENDAR DAYS(%)

(See Sec/ion I, Clsc,se Number 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NUMBER DATE AMENDMENT NUMBER DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerorli and related documents numbered and dated):

CODE I I FACILITY I 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND (Type or print)

ADDRESS

OF OFFEROR

15B. TELEPHONE NUMBER

□ 1 SC. CHECK IF REMITTANCE ADDRESS IS 17. SIGNATURE

EXTE NSION AREA CODE INUMBER DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION UNDER THE

UNITED STATES CODE AT:

0 10 U.S.C. 3204(a) D 41 U.S.C. 3304(a) (

24. ADMINISTERED BY (If o/ller than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

21. ACCOUNTING AND APPROPRIATION

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies c,n/ess ollleiwise specified)

25. PAYMENTW1Ll BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Offlcerj

IMPORTANT -Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

18. OFFER DATE

l

'TEM

CODE I ..._ _______ _

28. AWARD DATE

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV.12/2022)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

Solicitation/Contract Form

Plan Program Integrity Medicare Drug Integrity Contractor (PPI MEDIC)

(End Of Section)

Supplies or Services and Prices/Cost

Item Supplies/Service Dates Quantity Unit

Base Period

Product Service Code: R499 Severability: Yes

Period of Performance From

28 JUN 2026

To

27 JUN 2027

(Option

Period 1) Option Period 1

Product Service Code: R499 Severability: Yes

Period of Performance From

28 JUN 2027

To

27 JUN 2028

(Option

Period 2) Option Period 2

Product Service Code: R499 Severability: Yes

Period of Performance From

28 JUN 2028

To

27 JUN 2029

(Option

Period 3) Option Period 3

Product Service Code: R499 Severability: Yes

Period of Performance From

28 JUN 2029

To

27 JUN 2030

(Option

Period 4) Option Period 4

Product Service Code: R499 Severability: Yes

Period of Performance From

28 JUN 2030

To

27 JUN 2031

(Option

Period 5) Optional Transition-Out

Product Service Code: R499 Severability: Yes

Period of Performance From

28 MAR 2031

To

27 JUN 2031

Additional Information/Notes

B.1 DESCRIPTION OF SERVICES

The purpose of the Plan Program Integrity Medicare Drug Integrity Contractor (PPI MEDIC) is to serve as a national contractor responsible for providing oversight of the Medicare Parts C and D programs to ensure the protection of the Medicare Trust Fund.

The PPI MEDIC shall the support the Centers for Medicare & Medicaid Services' (CMS') strategy in maintaining and strengthening program integrity for Medicare Parts C and D programs by monitoring and addressing program vulnerabilities, risks and ensuring plan sponsors' adherence to regulatory requirements.

The work to be performed is described in detail in the PPI MEDIC Statement of Work (SOW), provided as Attachment J.1.

B.2 TYPE OF CONTRACT

The contract is Cost-Plus-Fixed-Fee (CPFF). A contract line item number (CLIN) is established for the base period and each optional period.

B.3 SCHEDULE OF SERVICES

The total estimated cost of this contract is $ . The total estimates fixed fee amount for this contract is $ . The total TBD TBD estimated CPFF for this contract is $ .TBD

B.4 FIXED FEE PAYMENT SCHEDULE

In accordance with FAR 16.304-3, under this CPFF Term type contract, in order to be paid the fixed fee, the contractor must meet the following:

At a minimum, devote the following Level of Effort (LOE) for each performance period per Contract Line Item Number as follows:

CLIN Level of Effort Definite Time Period

0001 TBD 06/28/2026 - 06/27/2027

0002 TBD 06/28/2027 - 06/27/2028

0003 TBD 06/28/2028 - 06/27/2029

0004 TBD 06/28/2029 - 06/27/2030

0005 TBD 06/28/2030 - 06/27/2031

0006 TBD 03/28/2031 - 06/27/2031

a. The contractor will receive fixed fee based on the following chart for each CLIN for that specified time period:

Specified Level of Effort Met Percent of Fee Received

75% - 100% 100%

60% - 74% 75%

45% - 59% 50%

30% - 44% 25%

1% - 29% 5%

0% 0%

b. In the event that the contractor provides more than 100% of the estimated LOE, the fixed fee of the Contract shall not be adjusted.

2. Performance must be considered satisfactory during each time period. At the expiration of each time period the Contracting Officer, in coordination with the Contracting Officer's Representative, will make a determination of satisfactory performance.

If both of the above are met, the Contracting Officer will authorize the contractor to bill for the fixed fee, except the 15% withhold (up to the maximum of $100,000) in accordance with FAR 52.216-8.

3. The contractor's monthly voucher shall provide the current LOE utilized for both the current billed period and the cumulative LOE for that period of performance/CLIN as follows:

CLIN 000X

LOE From X/X/X to X/X/X Cumulative LOE to date

Prime X Hours X Hours

Subcontractor X Hours X Hours

Total X Hours X Hours

These terms and conditions do not supersede the requirements of either FAR clause 52.232-20 "Limitation of Cost" or FAR clause 52.232-22 "Limitation of Funds."

(End of Section)

Description/Specifications/Statement of Work

Requirements Independently and not as an agent of the Government, the contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government, as needed to perform the PPI MEDIC Statement of Work, Section J, Attachment J.1 attached hereto and made a part of this contract.

(End of Section)

Packaging and Marking Deliverables shall be submitted in accordance with the SOW Appendix A - Deliverable Schedule.

(End of Section)

Inspection and Acceptance

Additional Information/Notes

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

(c) Inspection and acceptance of the contractor's performance shall be in accordance with FAR 52.246-5, Inspection of Services - Cost Reimbursement (APR 1984).

FAR Clauses Incorporated by Reference

Number Title Effective Date

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

(End of Section)

Deliveries or Performance

Line Item 0001

Performance

Period of Performance

Period of Performance From

28 JUN 2026

To

27 JUN 2027

Line Item 0002 (Option Period 1)

Performance

Period of Performance

Period of Performance From

28 JUN 2027

To

27 JUN 2028

Line Item 0003 (Option Period 2)

Performance

Period of Performance

Period of Performance From

28 JUN 2028

To

27 JUN 2029

Line Item 0004 (Option Period 3)

Performance

Period of Performance

Period of Performance From

28 JUN 2029

To

27 JUN 2030

Line Item 0005 (Option Period 4)

Performance

Period of Performance

Period of Performance From

28 JUN 2030

To

27 JUN 2031

Line Item 0006 (Option Period 5)

Performance

Period of Performance

Period of Performance From

28 MAR 2031

To

27 JUN 2031

Additional Information/Notes

FAR Clauses Incorporated by Reference

Number Title Effective Date

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

(End of Section)

Contract Administration Data

Additional Information/Notes

G.1 ACCOUNTING AND APPROPRIATION DATA

Requisition # Appropriation Object Class CAN Amount

TBD TBD TBD TBD TBD

G.2 SUBCONTRACT CONSENT

(a) For the purposes of this contract, consultants are considered subcontractors.

(b) 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 entitled, "Subcontracts," and FAR 52.244-5 "Competition in Subcontracting" to the Contracting Officer. The contracting officer shall review the request for subcontract approval and the COR's recommendation and advise the contractor of their decision to consent to or dissent from the proposed subcontract, in writing.

(c) Consent is hereby granted to the following subcontracts:

TBD

TBD

Department of Health and Human Services Acquisition Regulations (HHSAR) Clauses Incorporated by Reference

Number Title Effective Date

352.232-71 Electronic Submission of Payment Requests Feb 2022

Additional Regulation or Supplement Clauses Incorporated by Full Text

G. CMS CONTRACT FUNDS MANAGEMENT (CFM) (OCT 2023)3

The contractor shall provide a CFM Report which includes information delineated by Contract Line Item Number (CLIN) and Subline Item Number (SLIN) to assist CMS in effectively and efficiently managing contract funds and to assess the contractor's effectiveness in forecasting, managing and controlling costs. The CFM Report shall be submitted as directed in the Schedule of Deliverables.

This term and condition is intended to augment and work in conjunction with FAR clauses 52.232-20 Limitation of Cost, 52.232- 22 Limitation of Funds, and/or 52.212-4(i)(2) Contract Terms and Conditions - Commercial Products and Commercial Services.

This language does not replace or otherwise negate contract actions required in any FAR or HHSAR clauses.

For Cost Reimbursement CLIN/SLINs, the contractor shall, at a minimum, provide the following CFM information, per CLIN and SLIN.

CFM Report to include the following:

Basis used for forecasting costs to complete the remainder of the work;

Identify and explain any variance between billing rates and anticipated end-of-year rates, including impact on cost;

Indicate if any updates to billing rates are needed, along with rationale;

Recommendations which may include in-scope work changes, change in level of effort, deobligations, etc. and Completed Estimate at Completion (EAC) (Attachment X-1) to include:

Actual costs of work performed by cost element to date;

Forecasted direct and indirect costs to complete the remainder of the work by cost element; and Indirect Cost Rates used for calculations must be identified and separated by contractor accounting/fiscal year using the contractor's final or anticipated final indirect cost rates, as applicable.

EAC must be submitted in Excel format with fully functioning formulas and not password protected.

The CFM Report will be used to perform a periodic cost underrun and overrun analysis in an effort to efficiently track and evaluate actual costs incurred as the work is being performed.

The Contracting Officer (CO) reserves the right to request additional CFM information as the CO deems appropriate, provided in a format specified by CMS.

G.4 PAYMENTS - INVOICES - ( September 2024 )

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 /Vendor's Unique Entity Identifier (UEI) Number;

• Period of Performance (PoP) or delivery date of goods or services provided;

• Attachments and applicable support documentation requested by the CO ;

• The first page of the PDF invoice or PDF SF-1034 shall include :

1. Contractor /Vendor name and address;

2. Bill to: CMS, P.O. Box 7520, Baltimore, MD 21207;

3. Full CMS contract number and task order number;

4. Summary of charges by CLIN/SLIN (if applicable) with a grand total. CLIN/SLIN( S) on the PDF shall be identical to what is entered in IPP;

5. Invoice number shall be identical to what is entered in IPP. Each Contractor/Vendor invoice number must be unique across all CMS contracts awarded to the Contractor /Vendor. For example, If Contractor /Vendor A has 5 CMS contracts, Contractor /Vendor A cannot use the same invoice number on any of the 5 contracts they have with CMS. If using a dash in IPP then the dash must be used on the PDF. IPP does not allow any special characters (i.e.*, # , _ );

6. Within IPP, the " Bill Period Start " and "Bill Period End " dates should align with the " Service From " and " Service To " dates (this is not the entire POP dates);

7. Date of Delivery or Service dates shown on the PDF should: ( i ) F all within the contract POP (unless contract indicates otherwise) ( ii ) Align with the " Bill Period Start " and "Bill Period End " dates and " Service From " and " Service To " dates, and ( iii ) Note when the work was performed;

8. Date invoice was prepared;

9. The total invoice amount on the first page of the invoice or SF-1034 must be a debit. A credit may be shown on the first page of the invoice or SF-1034 if the credit falls within the Period Of Performance and is for the same CLIN as the debit. CMS does not accept credit vouchers or process refunds in IPP or the Invoice Submission Box. Credits in excess of $5.01 must be submitted via Pay.gov (For questions surrounding Pay.gov, contact pay.gov.

clev@clev.frb.org or 1-800-624-1373 (Option 2)). Credits sent to Pay.gov shall be copied to the CO, CS and COR. Credits valued at or less than $5.01 must be submitted via Credit Gateway; however, it is preferred that the Contractor/Vendor wait until a dollar amount is accumulated in order to submit the refund through Pay.gov (For questions surrounding Credit Gateway, contact customer.care@usbank.com or 1-877-815-1206);

• When an invoice has been resubmitted, an "R" should be added after the invoice number on the PDF and in IPP; this will ensure that the original invoice number is not duplicated in IPP. If a resubmitted invoice is rejected again, each subsequent resubmission requires an additional "R" added after the invoice number (i.e. "RR" );

• The " final " designation should only be used when the contract is being closed out by OAGM. Do not use for the end of POP or Option Year;

• Contractor/ Vendor must maintain active registration in SAM .gov. If your SAM account is about to expire, wait until it is updated before submitting your invoice; and,

• Banking or address changes must be submitted via email to CCRchanges@cms.hhs.gov.

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. Only one PDF invoice per submission is allowed in IPP.

d. PAYMENTS: The Government shall make payment of all proper invoices in accordance with the following clauses, as applicable and included in the respective TO/PO/contract:

• 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. CONTRACTOR PAST PERFORMANCE EVALUATION(S) (OCT 2014)5

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,

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 https://www.cpars.gov https://www.cpars.gov https://www.cpars.gov 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. Contractor Work Performed Outside the United States and its Territories (January 2021)6

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.;

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 Law115-232.

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. GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (Nov 2024)7

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:

Centers for Medicare & Medicaid Services

Office of Acquisition & Grants Management

Acquisition Support Group

Division of Program Integrity and Financial Management Contracts

ATTN: Jennifer Kuhn

7500 Security Blvd.

Baltimore, MD 21244-1850

Phone: 410-786-2299

Email Address: jennifer.kuhn@cms.hhs.gov

b. Contract Specialist

Not with standing 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:

Centers for Medicare & Medicaid Services

Office of Acquisition & Grants Management

Acquisition Support Group

Division of Program Integrity and Financial Management Contracts

ATTN: Kyle Patton

7500 Security Blvd.

Baltimore, MD 21244-1850

Phone: 410-786-8714

Email Address: kyle.patton@cms.hhs.gov

c. Contracting Officer’s Representative

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

Centers for Medicare & Medicaid Services

TBD

Division of TBD

ATTN: TBD

7500 Security Blvd.

Mail-stop: TBD

Baltimore, MD 21244-1850

Phone: TBD

Email Address: 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:

(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 1.602-2(d)(5). The COR’s authority is not re-delegable and the COR may be personally liable for unauthorized acts in accordance with FAR 1.602-(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-Materials or Labor-Hours;

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."

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 your duties, you are reminded that in accordance with FAR1.602-2 (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 Statement of Work.

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. INDIRECT COST RATES (MAY 2021)8

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

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 42.704, 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.

mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

(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)(3) 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.

(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 and to the respective authorized Agency as follows:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

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 Subpart342.705, 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

NIC 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 FAR52.216-7(d) to the CMS Acquisition Division of Financial Services mailbox at and to the respective authorized Agency as follows:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov mailto:cas-bethesda@psc.hhs.gov mailto:cas-bethesda@psc.hhs.gov mailto:cas-bethesda@psc.hhs.gov mailto:dfas-idc@nih.gov mailto:AcquisitionDFSIncurredCostSubmission@cms.hhs.gov

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

(End of Section)

Special Contract Requirements

CONTRACT RENEWAL

a. Pursuant to 42 CFR 400 and 421, "Medicare Integrity Program" if this contract is funded by Medicare Integrity Program appropriated funding, the Contracting Officer may unilaterally renew this contract annually by giving the Contractor written notice, within 60 days of the expiration date of this contract (after exercise of all option or renewal years), of its intent to do so.

The contract renewal period of performance will be established at the time a renewal determination is made.

b. The Contracting Officer may renew this contract under this provision without competition if

1. The Contractor continues to meet the requirements set forth in Subpart D of 42 CFR Part 421, FAR and HHSAR;

2. The Contractor meets or exceeds all of the performance requirements established in this contract; and

3. It is in the best interest of the Government.

c. If the Contracting Officer does not renew this contract, the contract will end in accordance with its terms and the Contractor does not have the right to a hearing or judicial review of the non-renewal decision.

The Contractor may notify the Contracting Officer of its intent to not renew its contract under this provision (after all option periods or renewal years expire) by providing written notice 60 days prior to the expiration of the contract.

Department of Health and Human Services Acquisition Regulations (HHSAR) Clauses Incorporated by Full Text

352.204-71 Information and Information Systems Security (Feb 2024) Deviation

(a) Definitions. As used in this clause— means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, or any similar occurrence Breach where—

(1) A person other than an authorized user accesses or potentially accesses personally identifiable information, or

(2) An authorized user accesses personally identifiable information for an other than authorized purpose.

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

Business associate (see 45 CFR 160.103), except as provided in paragraph (2) of this definition, business associate means, with respect to a covered entity, a person who -

(1) On behalf of such covered entity or of an organized health care arrangement (as defined in this clause) in which the covered entity participates, but other than in the capacity of a member of the workforce of such covered entity or arrangement, creates, receives, maintains, or transmits protected health information for a function or activity regulated by this contract or agreement, including claims processing or administration, data analysis, processing or administration, utilization review, quality assurance, patient safety activities listed at , billing, benefit 42 CFR 3.20 management, practice management, and repricing; or

(2) Provides, other than in the capacity of a member of the workforce of such covered entity, legal, actuarial, accounting, consulting, data aggregation (as defined in 45 CFR section ), management, administrative, 164.501 accreditation, or financial services to or for such covered entity, or to or for an organized health care arrangement in which the covered entity participates, where the provision of the service involves the disclosure of protected health information from such covered entity or arrangement, or from another business associate of such covered entity or arrangement, to the person.

(3) A covered entity may be a business associate of another covered entity.

(4) includes the following: Business associate

(i) A Health Information Organization, E-prescribing Gateway, or other person that provides data transmission services with respect to protected health information to a covered entity and that requires access on a routine basis to such protected health information.

(ii) A person that offers a personal health record to one or more individuals on behalf of a covered entity.

(iii) A subcontractor that creates, receives, maintains, or transmits protected health information on behalf of the business associate.

(5) does not include: Business associate

(i) A health care provider, with respect to disclosures by a covered entity to the health care provider concerning the treatment of the individual.

(ii) A plan sponsor, with respect to disclosures by a group health plan (or by a health insurance issuer or HMO with respect to a group health plan) to the plan sponsor, to the extent that the requirements of 45 CFR apply and are met. 164.504(f)

(iii) A government agency, with respect to determining eligibility for, or enrollment in, a government health plan that provides public benefits and is administered by another government agency, or collecting protected health information for such purposes, to the extent such activities are authorized by law.

(iv) A covered entity participating in an organized health care arrangement that performs a function or activity as described by paragraph (1)(i) of this definition for or on behalf of such organized health care arrangement, or that provides a service as described in paragraph (1)(ii) of this definition to or for such organized health care arrangement by virtue of such activities or services.

Business associate agreement means the agreement, or other arrangement, as dictated by the HIPAA Privacy Rule (45 CFR 160), between an HHS covered entity and a business associate, which must be entered into in addition to the underlying contract for services and before any disclosure (see 45 CFR 160.103) of PHI can be made to the business associate, in order for the business associate to perform certain functions or activities on behalf of an HHS entity.

means information that laws, regulations, or Government-wide policies require to Controlled unclassified information (CUI) have safeguarding or dissemination controls, excluding classified information.

means a component or combination of components of a hybrid entity designated by the hybrid entity in Healthcare component accordance with 45 CFR 164.105(a)(2)(iii)(D) (see 45 CFR 164.103). The Secretary of HHS has designated HHS as a covered https://www.ecfr.gov/current/title-42/chapter-I/subchapter-A/part-3/subpart-A/section-3.20 https://www.ecfr.gov/current/title-45/subtitle-A/subchapter-C/part-164/subpart-E/section-164.501 https://www.ecfr.gov/current/title-45/subtitle-A/subchapter-C/part-164/subpart-E/section-164.504#p-164.504(f) entity (further designated as a "hybrid entity"), and has also designated four HHS divisions as healthcare components under HIPAA, including —

(1) The Centers for Medicare and Medicaid Services (CMS), insofar as it operates the fee-for-service Medicare program;

(2) The Program Support Center (PSC), Division of Commissioned Personnel, insofar as it operates a health plan for Commissioned Corps officers;

(3) The World Trade Center (WTC) Health Program; and,

(4) The Indian Health Service (IHS), insofar as it operates a health plan and a program providing healthcare that uses electronic transactions.

HHS Information Technology General Rules of Behavior means a set of HHS rules that describes the responsibilities and expected behavior of users of HHS information or information systems.

means all HHS data, on any storage media or in any form or format, which requires confidentiality, HHS sensitive information integrity, and availability protection due to the risk of harm that could result to interests of HHS, other agencies or entities, or individuals from inadvertent or deliberate disclosure, alteration, or destruction of the information. The term includes—

(1) Information where the improper use or disclosure could adversely affect the ability of HHS to accomplish its mission, i.e., HHS proprietary information;

(2) Records about individuals requiring protection under laws and regulations such as the E-Government Act, Privacy Act and the HIPAA Privacy Rule, or based on a data use agreement or a promise or assurance of confidentiality; and

(3) Information that would be exempt from disclosure if requested under the Freedom of Information Act. Examples of HHS sensitive information include—

(i) Individually-identifiable medical, benefits, and personnel information;

(ii) Financial, budgetary, research, quality assurance, confidential commercial, critical infrastructure, security-sensitive, procurement-sensitive, investigatory, and law enforcement information;

(iii) Controlled unclassified information;

(iv) Information that would be confidential and privileged in litigation such as information protected by the deliberative process privilege, attorney work-product privilege, and the…