Solicitation - 75FCMC26R0057.pdf

31b. NAME OF CONTRACTING OFFICER (Type or print) 30c. DATE SIGNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30. 1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON 12. DISCOUNT TERMS

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

13a. THIS CONTRACT IS A

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8(A)

13b. RATING

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

BOARD (FOB) DESTINATION RATED ORDER UNDER 14. METHOD OF SOLICITATION

REQUEST

SAL

17a. CONTRACTOR/

OFFEROR

CODE FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print)

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

UNLESS BLOCK IS MARKED

SEE SCHEDULE

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

REQUEST

FOR QUOTE

(RFQ)

INVITATION FOR

FOR BID PROPO

(IFB) (RFP)

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

Solicitation/Contract Form

Data Analysis for the Quality, Safety & Oversight of the ESRD, Transplant, and OPO Programs

(End Of Section)

Supplies or Services and Prices/Cost

Item Supplies/Service Dates Quantity Unit

Base Period

Product Service Code: AN42 Severability: Yes Firm Fixed Price Not to Exceed

Period of Performance From

30 SEP 2026

To

29 SEP 2027

1.0 Each

(Option

Period 1) Option Period 1

Product Service Code: AN42 Severability: Yes Firm Fixed Price Not to Exceed

Period of Performance From

30 SEP 2027

To

29 SEP 2028

1.0 Each

(Option

Period 2) Option Period 2

Product Service Code: AN42 Severability: Yes Firm Fixed Price Not to Exceed

Period of Performance From

30 SEP 2028

To

29 SEP 2029

1.0 Each

(Option

Period 3) Option Period 3

Product Service Code: AN42 Severability: Yes Firm Fixed Price Not to Exceed

Period of Performance From

30 SEP 2029

To

29 SEP 2030

1.0 Each

(Option

Period 4) Option Period 4

Product Service Code: AN42 Severability: Yes Firm Fixed Price Not to Exceed

Period of Performance From

30 SEP 2030

To

29 SEP 2031

1.0 Each

Additional Information/Notes

B.1 DESCRIPTION OF SERVICES

CMS is seeking a contractor to provide detailed data reports about End Stage Renal Disease (ESRD) facilities (commonly referred to as dialysis facilities), Transplant Programs, and Organ Procurement Organizations (OPOs) in formats that are useful to the Centers for Medicare & Medicaid Services (CMS), states, health care providers, and the general public. These reports will include summaries of patient characteristics, facility characteristics, patient outcomes, and facility practice patterns. These reports will include comparative state, network, regional, and national statistics as appropriate. These reports will be used by CMS in overseeing the quality and safety of the ESRD, Transplant and OPO Programs.

B.2 TYPE OF CONTRACT

This is a severable, firm-fixed price (FFP) contract.

B.3 CONSIDERATION AND PAYMENT

The Contractor, upon successful completion of the work called for herein, shall be paid in accordance with Section G.3, Payments - Invoices.

B.4 SCHEDULE OF SEVCIES

CLIN Description PSC ACN Unit Quantity Unit Price Total Price

0001 Base Period TBD TBD Dollars $TBD $1 $TBD

0002 Option Period 1 TBD TBD Dollars $TBD $1 $TBD

Option Period 2 TBD TBD Dollars $TBD $1 $TBD

Option Period 3 TBD TBD Dollars $TBD $1 $TBD

Option Period 4 TBD TBD Dollars $TBD $1 $TBD

B.5 PAYMENT SCHEDULE

a. Payment will be made monthly in accordance with the payment schedule set forth in this section commencing the first month after award. This schedule will continue for the duration of this contract.

Base Period Period of Performance Per Month Payment ($) Total Months 1 - 11 TBD TBD Month 12 TBD TBD Total TBD

Option Year 1 Period of Performance Per Month Payment ($) Total Months 1 - 11 TBD TBD Month 12 TBD TBD Total TBD

Option Year 2 Period of Performance Per Month Payment ($) Total Months 1 - 11 TBD TBD Month 12 TBD TBD Total TBD

Option Year 3 Period of Performance Per Month Payment ($) Total Months 1 - 11 TBD TBD Month 12 TBD TBD Total TBD

Option Year 4 Period of Performance Per Month Payment ($) Total Months 1 - 11 TBD TBD Month 12 TBD TBD Total TBD

(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, and equipment, facilities, and supplies, not otherwise provided by the Government as needed to perform the requirements set forth in Attachment 1 - Statement of Work (SOW).

Additional Information/Notes

C.1 STATEMENT OF WORK (SOW)

See Attachment 1 - Statement of Work

(End of Section)

Packaging and Marking

D.1 PACKAGING AND MARKING

Deliverables shall be marked in accordance with Attachment 1 - SOW, and any additional requirements set forth in this contract.

All deliverables must meet the applicable 508 standard identified the Statement of Work for electronic submission of documentation.

(End of Section)

Inspection and Acceptance

Additional Information/Notes

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:

http://www.acquisition.gov/far/

Federal Acquisition Regulation (FAR) Clauses:

NUMBER TITLE DATE

52.246-4 INSPECTION OF SERVICES - FIXED PRICE AUG 1996

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 Contracting Officer Representative or Alternate Contracting Officer Representative is a duly authorized representative of the Government and is responsible for inspection and acceptance of all items to be delivered under this contract.

Inspection and acceptance of the Contractor's performance shall be in accordance with the applicable FAR Clauses in Section E.

1 above.

E.3 ACCEPTANCE BY THE CONTRACTING OFFICER'S REPRESENTATIVE (COR)

All items to be delivered to the COR will be deemed to have been approved thirty (30) calendar days after date of delivery, except as otherwise specified in this contract, 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. If deficiencies in the Contractor's deliverables are identified the COR shall provide feedback to the Contractor prior to the 30-day timeframe for final acceptance. If the Contractor does not receive an indication from the COR within 60 days, the Contractor shall consider the deliverable to be accepted.

(End of Section)

Deliveries or Performance

Line Item 0001

Performance

Period of Performance

Period of Performance From

30 SEP 2026

To

29 SEP 2027

Line Item 0002 (Option Period 1)

Performance

Period of Performance

Period of Performance From

30 SEP 2027

To

29 SEP 2028

Line Item 0003 (Option Period 2)

Performance

Period of Performance

Period of Performance From

30 SEP 2028

To

29 SEP 2029

Line Item 0004 (Option Period 3)

Performance

Period of Performance

Period of Performance From

30 SEP 2029

To

29 SEP 2030

Line Item 0005 (Option Period 4)

Performance

Period of Performance

Period of Performance From

30 SEP 2030

To

29 SEP 2031

Additional Information/Notes

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:

http://www.acquisition.gov/far/

Federal Acquisition Regulation (FAR) Clauses:

NUMBER TITLE DATE

52.242-15 STOP-WORK ORDER AUG 1989

52.242-17 GOVERNMENT DELAY OF WORK APR 1984

F.2 PERIOD OF PERFORMANCE (JAN 2014)

The base period of performance for this contract is 12-month from the award date. Option years may be exercised in accordance with FAR 52.217-9, Option to Extend the Term of the Contract. The period of performance is broken down as follows:

Base Period September 30, 2026 - September 29, 2027 Option 1 September 30, 2027 - September 29, 2028 Period Option 2 September 30, 2028 - September 29, 2029 Period Option 3 September 30, 2029 - September 29, 2030 Period Option 4 September 30, 2030 - September 29, 2031 Period

F.3 ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

In general, the Contractor shall furnish the services/items required under this contract in accordance with the reporting instructions and deliverable due dates set forth in the Deliverable Schedule in Attachment 1 - Statement of Work.

Satisfactory performance under this contract shall be deemed to occur upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, in accordance with Section E.2.

(End of Section)

Contract Administration Data

Additional Information/Notes

G.1 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.

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.2 SUBCONTRACT CONSENT

a. To facilitate the review of a proposed subcontract by the Contracting Officer's Representative and the Contracting Officer, the Contractor shall submit the information required by the FAR Clause 52.244-2, Subcontracts to the Contracting Officer.

b. In the event that proposed subcontracts are intended to be cost reimbursement it is requested that proof of an adequate accounting system be provided to the CO as part of the contractor's request for consent.

c. Consent is hereby given to issue the following subcontract(s):

TBD (if applicable)

Additional Regulation or Supplement Clauses Incorporated by Full Text

G.3 PAYMENTS - INVOICES (SEP 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)4

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 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.5 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.

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

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)6

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

AGG

DBSC

ATTN: Brian Humes

7500 Security Blvd.

Mail-stop: TBD

Baltimore, MD 21244-1850

Phone: 410-786-8898

Email Address: brian.humes@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

AGG

DBSC

ATTN: Joshua Czerski

7500 Security Blvd.

Mail-stop: TBD

Baltimore, MD 21244-1850

Phone: 410-786-1460

Email Address: joshua.czerski@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

CCSQ

QSOG

Division of DCACP

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).

(End of Section)

Special Contract Requirements

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

352.237-75 Key Personnel Dec 2015

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of the contract (including, when applicable, Human Subjects Testing requirements).

If the employee of the contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

TITLE NAME EMAIL

352.239-79 Information and Communication Technology Accessibility (Feb 2024) Deviation

(a) Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all information and communication technology (ICT) supplies, products, platforms, information, documentation, and services support developed, acquired, maintained or delivered under this contract or order must comply with the Revised 508 Standards, which are located at 36 C.F.R. 1194.1 and Appendices A, B, and C, and are available at https://www.access-board.gov

. Information about Section 508 is available at . /ict/ https://www.hhs.gov/web/section-508/index.html

(b) Additional Section 508 accessibility standards applicable to this contract or order may be identified in the specification, statement of work, or performance work statement. If it is determined by the Government that ICT supplies, products, platforms, information, documentation, and services support provided by the Contractor do not conform to the described accessibility https://www.access-board.gov/ict/ https://www.access-board.gov/ict/ https://www.hhs.gov/web/section-508/index.html standards in the contract, remediation of the supplies, products, platforms, information, documentation, or services support to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(c) In the event of a modification(s) to this contract or order, which adds new ICT supplies or services or revises the type of, or specifications for, supplies, products, platforms, information, documentation, or services support, the Contracting Officer shall require that the Contractor submit a completed HHS Section 508 Accessibility Conformance Checklist (see https://www.hhs.gov

) or an Accessibility Conformance Report (ACR) (based on the Voluntary /web/section-508/accessibility-checklists/index.html Product Accessibility Template (VPAT) see ), and any other additional information https://www.itic.org/policy/accessibility/vpat necessary to assist the Government in determining that the ICT supplies or services conform to Section 508 accessibility standards. If it is determined by the Government that ICT supplies, products, platforms, information, documentation, and services support provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies, products, platforms, information, documentation, or services support to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(d) If this is an Indefinite-Delivery type contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task /delivery order requests that include ICT supplies, products, platforms, information, documentation, or services support will define the specifications and accessibility standards for the order. In those cases, the Contractor shall be required to provide a completed HHS Section 508 Accessibility Conformance Checklist (see https://www.hhs.gov/web/section-508/accessibility-

) or an ACR (based on the VPAT see ), and any other checklists/index.html https://www.itic.org/policy/accessibility/vpat additional information necessary to assist the Government in determining that the ICT supplies, products, platforms, information, documentation, or services support conform to Section 508 accessibility standards. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies, products, platforms, information, documentation, or services support to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(e) The contractor shall identify to the Contracting Officer any perceived exception or exemption to Section 508 requirements.

(End of clause)

Additional Regulation or Supplement Clauses Incorporated by Full Text

H.1 CMS RECORDS MANAGEMENT (AUG 2025)

a. General Requirements:

Federal records, as defined in 44 U.S.C. 3301, include “all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.” Federal records can be in any format, including communications such as email, chats/instant messages, calendars, documents, and presentations.

The Contractor shall comply with all applicable records management laws, regulations, and policies, including but not limited to the CMS policy for records management, available at https://www.cms.gov/about-cms/work-us/business-resources/contractor-

, and HHSAR clause 352.204-72, Records Management (FEB 2024) (DEVIATION). The Contractor shall information/training ensure that Federal records created or captured in a CMS system are managed electronically in accordance with either a General Records Schedule (GRS) (see ) or the CMS Records Schedule(see https://www.archives.gov/records-mgmt/grs.html https://www.

). These schedules provide instructions for how cms.gov/about-cms/work-us/business-resources/contractor-information/training long records must be kept (retention) and when they should be deleted, destroyed, or transferred to the National Archives (disposition).CMS and GRS schedules also specify whether the records are temporary or permanent. Any records that do not fall under an existing CMS Records Schedule or the GRS must be maintained as if they are permanent until an applicable schedule is written.

b. Training Requirements:

All Contractor employees assigned to this contract who handle Federal records must complete the Department of Health and Human Services (HHS) records management training before performing any work under the contract. After completing the initial training, Contractor employees must complete any annual refresher training required by HHS for the duration of the https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.itic.org/policy/accessibility/vpat https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.hhs.gov/web/section-508/accessibility-checklists/index.html https://www.itic.org/policy/accessibility/vpat https://www.cms.gov/about-cms/work-us/business-resources/contractor-information/training https://www.cms.gov/about-cms/work-us/business-resources/contractor-information/training https://www.archives.gov/records-mgmt/grs.html https://www.cms.gov/about-cms/work-us/business-resources/contractor-information/training contract. A link to the records management training and additional guidance is available at: https://www.cms.gov/about-cms ./work-us/business-resources/contractor-information/training

The Contractor must retain documentation confirming all required training has been completed and provide such documentation to the Contracting Officer upon request.

H.2 CONFLICT OF INTEREST (JUN 2026)

A. : The contractor and the services provided under this contract shall be free, to the greatest extent possible, of all General 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 J. 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.

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 Type 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. Restrictions on Former Federal Employees

Offerors are advised that restrictions on post-government employment apply to former federal employees. These restrictions are primarily governed by 18 U.S.C. §207 and the Procurement Integrity Act (41 U.S.C. Chapter 21). If the contractor hires an individual that it knows was formerly a Federal employee, the contractor shall perform reasonable due diligence in order to avoid employing a former Federal employee in the performance of this contract in violation of 18 U.S.C. §207. Knowingly employing a former Federal official in violation of these post-employment restrictions, or complicity in the violation of Procurement Integrity Act requirements, may result in the imposition of civil and criminal penalties against the contractor as well as the termination of this contract.

This provision is not intended to impose any obligations on the contractor beyond those imposed by the identified statutes

D. Significant Potential Conflict of Interest:

Nature of 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) Biased Ground rules, impaired objectivity or 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:

2. : CMS is proposing to restrain future contractor activities as Proposed Restraint on Future Contractor Activities follows:

OR

E. Conflict of Interest Oversight and Mitigation Plan:

Conflict of Interest Oversight Program: The contractor shall maintain an effective COI Oversight Program throughout the performance of the contract which includes procedures to monitor and disclose all Organizational and Personal Conflicts of Interest.