Solicitation - 75FCMC26R0063.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

NPD Ground Truth Datasets & Data Aggregation Quality & Assurance

(End Of Section)

Supplies or Services and Prices/Cost

Item Supplies/Service Dates Quantity Unit

Base Period Services - Work Area A

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2026

To

24 SEP 2027

12.0 Months

Base Period Services - Work Area E

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2026

To

24 SEP 2027

12.0 Months

Base Period - Datasets

Product Service Code: DA01 Severability: Yes Time and Materials Not to Exceed

Period of Performance From

25 SEP 2026

To

24 SEP 2027

1.0 Dollars, U.

S.

(Option

Period 1) Option Period 1 Services - Work Area A

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2027

To

24 SEP 2028

12.0 Months

(Option

Period 1) Option Period 1 Services - Work Area E

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2027

To

24 SEP 2028

12.0 Months

(Option

Period 1) Option Period 1 - Datasets

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2027

To

24 SEP 2028

1.0 Dollars, U.

S.

(Option

Period 2) Option Period 2 Services - Work Area A

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2028

To

24 SEP 2029

12.0 Months

(Option

Period 2) Option Period 2 Services - Work Area E

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2028

To

24 SEP 2029

12.0 Months

(Option

Period 2) Option Period 2 - Datasets

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2028

To

24 SEP 2029

1.0 Dollars, U.

S.

(Option

Period 3) Option Period 3 Services - Work Area A

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2029

To

24 SEP 2030

12.0 Months

(Option

Period 3) Option Period 3 Services - Work Area E

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2029

To

24 SEP 2030

12.0 Months

(Option

Period 3) Option Period 3 - Datasets

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2029

To

24 SEP 2030

1.0 Dollars, U.

S.

(Option

Period 4) Option Period 4 Services - Work Area A

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2030

To

24 SEP 2031

12.0 Months

(Option

Period 4) Option Period 4 Services - Work Area E

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2030

To

24 SEP 2031

12.0 Months

(Option

Period 4) Option Period 4 - Datasets

Product Service Code: DA01 Severability: Yes Firm Fixed Price

Period of Performance From

25 SEP 2030

To

24 SEP 2031

1.0 Dollars, U.

S.

(End of Section)

Description/Specifications/Statement of Work

Requirements

The purpose of this requirement is to obtain professional IT services to assist in the development of the National Provider Directory (NPD) which is intended to transition from current state managed directories to a NPD to serve as a critical foundational infrastructure component that enables and supports the entire future health data ecosystem described on CMS.gov.

See Statement of Objectives (SOO) for more details.

(End of Section)

Packaging and Marking

(End of Section)

Inspection and Acceptance

Line Item 0001

Action Type

Address Type Address POC Location Type

Both Inspection and Acceptance Location

CMS

7500 Security Blvd.

Baltimore, MD 21244

Mark Dezalia Email: mark.

dezalia@cms.hhs.gov Telephone: (443) 890-

Destination

Instructions

All work under this contract is subject to inspection and final acceptance by the Contracting Officer or a duly authorized representative of the Government. All items to be delivered to the COR will be deemed to have been accepted 30 calendar days after date of delivery, except as otherwise specified in the contract, if disapproval has not been given within such period. The COR's acceptance or revision to the items submitted shall be within the general scope of work stated in this contract.

FAR Clauses Incorporated by Reference

Number Title Effective Date

52.246-4 Inspection of Services-Fixed-Price. Aug 1996

(End of Section)

Deliveries or Performance

FoB Details

Party to Pay Transportation Cost FOB Point Type

Contractor Destination

Line Item 0001

Performance

Period of Performance

Period of Performance From

25 SEP 2026

To

24 SEP 2027

Line Item 0002

Performance

Period of Performance

Period of Performance From

25 SEP 2026

To

24 SEP 2027

Line Item 0003

Performance

Period of Performance

Period of Performance From

25 SEP 2026

To

24 SEP 2027

Line Item 0004 (Option Period 1)

Performance

Period of Performance

From

25 SEP 2027

To

24 SEP 2028

Line Item 0005 (Option Period 1)

Performance

Period of Performance

Period of Performance From

25 SEP 2027

To

24 SEP 2028

Line Item 0006 (Option Period 1)

Performance

Period of Performance

Period of Performance From

25 SEP 2027

To

24 SEP 2028

Line Item 0007 (Option Period 2)

Performance

Period of Performance

Period of Performance From

25 SEP 2028

To

24 SEP 2029

Line Item 0008 (Option Period 2)

Period of Performance

Period of Performance From

25 SEP 2028

To

24 SEP 2029

Line Item 0009 (Option Period 2)

Performance

Period of Performance

Period of Performance From

25 SEP 2028

To

24 SEP 2029

Line Item 0010 (Option Period 3)

Performance

Period of Performance

Period of Performance From

25 SEP 2029

To

24 SEP 2030

Line Item 0011 (Option Period 3)

Performance

From

25 SEP 2029

To

24 SEP 2030

Line Item 0012 (Option Period 3)

Performance

Period of Performance

Period of Performance From

25 SEP 2029

To

24 SEP 2030

Line Item 0013 (Option Period 4)

Performance

Period of Performance

Period of Performance From

25 SEP 2030

To

24 SEP 2031

Line Item 0014 (Option Period 4)

Performance

Period of Performance

Period of Performance From

25 SEP 2030

To

24 SEP 2031

Line Item 0015 (Option Period 4)

Period of Performance From

25 SEP 2030

To

24 SEP 2031

(End of Section)

Contract Administration Data

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

Number Title Effective Date

352.232-71 RFO Electronic Submission of Payment Requests. RFO DEVIATION APR

Additional Regulation or Supplement Clauses Incorporated by Full Text

GOVERNMENT REPRESENTATIVES AND RESPONSIBILITIES (Nov 2024)

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

Information Technology Contracting Group (ITCG)

Division of Data Center Contracts (DDCC)

ATTN: Alex Jarema

7500 Security Blvd.

Mail-stop: N/A

Baltimore, MD 21244-1850

Phone: 410-786-8814

Email Address: alex.jarema@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

ITCG

Division of Data Center Contracts (DDCC)

ATTN: Walker Hare

7500 Security Blvd.

Mail-stop: N/A

Baltimore, MD 21244-1850

Phone: 410-786-8587

Email Address: walker.hare@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

Office of the Administrator

Division of Digital Services at CMS

ATTN: Mark Dezalia

7500 Security Blvd.

Mail-stop: N/A

Baltimore, MD 21244-1850

Phone: 443-890-9155

Email Address: mark.dezalia@cms.hhs.gov

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).

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.

(End of Section)

Special Contract Requirements

This clause applies to the following Firm Fixed Price (FFP) Datasets Contract Line Item Numbers (CLINs): True-Up Clause:

CLIN 0006 (Option Period 1 - Datasets, 25 SEP 2027 - 24 SEP 2028), CLIN 0009 (Option Period 2 - Datasets, 25 SEP 2028 - 24 SEP 2029), CLIN 0012 (Option Period 3 - Datasets, 25 SEP 2029 - 24 SEP 2030), and CLIN 0015 (Option Period 4 - Datasets, 25 SEP 2030 - 24 SEP 2031). This clause does not apply to the Base Period Datasets CLIN (0003), Work Area A CLINs (0004, 0007, 0010, 0013), or Work Area E CLINs (0005, 0008, 0011, 0014).

The fixed price established for CLINs 0006, 0009, 0012, and 0015 represents an annual firm fixed price for the delivery of NPD Ground Truth Datasets for the associated period of performance. While the total price for each applicable CLIN is fixed for the duration of that option period, CMS retains the right to adjust the scope of datasets -- including the types, quantities, and composition of datasets to be delivered -- prior to the exercise of each option period. Such adjustments shall be reflected in a revised fixed price for the forthcoming option period CLIN, as determined through the process described below.

No later than 90 days prior to the end of the current period of performance, CMS and the Contractor shall conduct an annual scope review to assess the dataset requirements for the forthcoming option period. During this review, CMS reserves the right to increase or decrease the types and quantities of datasets to be delivered under the forthcoming option period CLIN. Based on the outcome of this review, the fixed price for the forthcoming option period Datasets CLIN shall be adjusted accordingly to reflect the revised dataset scope, using the unit rates established in the Contract attachment.

In support of the annual scope review, the Contractor shall deliver to CMS a Dataset Scope and Pricing Report no later than 90 days prior to the end of the current period of performance. The report shall include a comparison of the datasets delivered during the current period of performance against the dataset scope originally defined in the Task Order Attachment, identifying any datasets that were added, removed, or modified during the period. The report must also include a proposed fixed price for the forthcoming option period based on the anticipated dataset scope, calculated using the unit rates from the Contract Attachment.

The report must include: a revision to the Contract Attachment formatted in MS Excel identifying the proposed dataset types and quantities for the forthcoming option period; a supporting basis of estimate for the proposed fixed price; historical dataset delivery trends from the current period of performance; and any anticipated changes in dataset types, sources, or program requirements that may impact the scope or pricing of the forthcoming option period, such as changes to NPD data feeds, new ground truth dataset sources, or modifications to aggregation methodology.

Following the annual scope review and receipt of the Contractor's Dataset Scope and Pricing Report, the Contracting Officer may adjust the fixed price and dataset scope of the applicable Datasets CLIN for the forthcoming option period via unilateral modification to the task order prior to the exercise of that option. CMS is under no obligation to maintain the same dataset types or quantities from one option period to the next, and the Contractor shall be prepared to accommodate increases or decreases in dataset scope as directed by CMS.

All adjustments made under this clause shall be prospective in nature and shall take effect upon the exercise of the applicable option period. Retrospective adjustments for differences between the originally scoped and actually delivered datasets during a completed period of performance will not be considered under this clause. CLIN 0003 (Base Period - Datasets) will not be subject to adjustment under this clause; the first CLIN subject to adjustment will be CLIN 0006 (Option Period 1 - Datasets), with subsequent adjustments applied to CLINs 0009, 0012, and 0015 in each successive option period thereafter.

The dataset types and quantities cited in the Contractor's Dataset Scope and Pricing Report shall be verified against CMS records and the Contract Attachment prior to any price adjustment being executed by the Contracting Officer.

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

352.239-71 Security Requirements for Information Technology Resources (Feb 2024) Deviation

(a) . As used in this clause— Definitions has the same meaning in FAR 2.101. Information technology information technology (see FAR 2.101 for definitions). Information and communication technology (ICT) also means means a formal document that provides an overview of the security requirements for an Information system security plan information system or an information security program and describes the security controls in place or planned for meeting those requirements.

(b) . The Contractor shall be responsible for information technology security for all systems connected to a Responsibilities

Department of Health and Human Services (HHS) network or operated by the Contractor for HHS, regardless of location. This clause is applicable to all or any part of the contract that includes information technology resources or services in which the Contractor has physical or other system access to HHS information that directly supports the mission of HHS. Examples of tasks that require security provisions include—

(1) Hosting of HHS e-Government sites or other information technology operations;

(2) Acquisition, transmission, or analysis of data owned by HHS with significant replacement cost should the contractor's copy be corrupted; and

(3) Access to HHS general support systems/major applications at a level beyond that granted the general public, e.

g., bypassing a firewall.

(c) . The Contractor shall develop, provide, implement, and maintain an Information System Information system security plan Security Plan. HHS information system and platform information technology systems must have a security plan that provides an overview of the security requirements for the system and describes the security controls in place or the plan for meeting those requirements. Generally, this plan shall describe the processes and procedures that the Contractor will follow to ensure appropriate security of information system resources developed, processed, or used under this contract. The security plan should include implementation status, responsible entities, resources, and estimated completion dates. Security plans may also include, but are not limited to, a compiled list of system characteristics or qualities required for system registration, and key security-related documents such as a risk assessment, privacy impact assessment (PIA), system interconnection agreements, contingency plan, security configurations, configuration management plan, incident response plan, and the system privacy plan, as determined by the Contracting Officer's Representative. The plan shall address the specific contract requirements regarding information systems or related support or services included in the contract, to include the PWS or SOW. The Contractor's Information System Security Plan shall comply with applicable Federal Laws that include, but are not limited to, 40 U.S.C.

11331, the Federal Information Security Modernization Act (FISMA) of 2014 and the E-Government Act of 2002. The plan shall meet information technology security requirements in accordance with Federal and HHS policies and procedures, and as amended during the term of this contract, and include, but are not limited to the following:

(1) OMB Circular A-130, Managing Information as a Strategic Resource;

(2) National Institute of Standards and Technology (NIST) Guidelines;

(3) Federal Information Processing Standard (FIPS) 200; and

(4) HHS Cybersecurity Program related to HHS information (including HHS sensitive information and information systems security and privacy), as well as those set forth in the contract specifications, statement of work, or performance work statement. These include, but are not limited to, the Cyber Security Checklist and Cyber Security Infographic at , which https://www.hhs.gov/hipaa/for-professionals/security/guidance/cybersecurity/index.html provides HHS procedures, responsibilities, and processes for complying with current Federal law, Executive Orders, policies, regulations, standards and guidance for protecting HHS information, information systems (see 302.101, Definitions), information technology, and ICT, security and privacy, and adhering to personnel security requirements when accessing HHS information or information systems.

(d) . Within 60 days after contract award, the Contractor shall submit the Information System Security Plan to Submittal of plan the Contracting Officer for review and approval.

(e) . As required by current HHS policy, the Contractor shall submit written proof of information Authority to Operate (ATO) technology security accreditation with a valid ATO to the Contracting Officer. Such written proof may be furnished either by the Contractor or by a third party. Accreditation shall be in accordance with HHS policy available from the Contracting Officer upon request. The Contractor shall submit for acceptance by the Contracting Officer along with this ATO a final security plan, risk assessment, security test and evaluation, privacy threshold analysis or privacy impact assessment, and a disaster recovery plan /continuity of operations plan.

(f) . On an annual basis, the Contractor shall verify in writing to the Contracting Officer that the IT Security Annual validation Plan remains valid.

(g) . The Contractor shall ensure that the official HHS banners are displayed on all HHS systems (both public and Banners private) operated by the Contractor that contain Privacy Act or other sensitive information before allowing anyone access to the system. The Office of Information Technology will make official HHS banners available to the Contractor.

https://www.hhs.gov/hipaa/for-professionals/security/guidance/cybersecurity/index.html

(h) . The Contractor shall screen all personnel requiring privileged access or limited privileged access to Screening and access systems operated by the Contractor for HHS or interconnected to an HHS network in accordance with HHS policies referenced in paragraph (c).

(i) . The Contractor shall ensure that its employees performing services under this contract complete HHS security Training awareness and privacy training on an annual basis. This includes signing an acknowledgment on an annual basis that they have read, understand, and agree to abide by the HHS Rules of Behavior for the Use of HHS Information and IT Resources Policy as required; FAR 39.105, Privacy; clause 352.204-71, Information and Information Systems Security, and this clause.

(j) . The Contractor shall provide the Government access to the Contractor's and subcontractors' facilities, Government access installations, operations, documentation, information systems, databases, and personnel used in performance of the contract. The Contractor shall provide access to enable a program of information technology inspection (to include vulnerability testing), investigation and audit (to safeguard against threats and hazards to the integrity, availability and confidentiality of HHS data or to the function of information technology systems operated on behalf of HHS), and to preserve evidence of computer crime.

(k) . The Contractor shall immediately notify the Contracting Officer when an employee Notification of termination of employees who has access to HHS information systems or data terminates employment.

(l) . The Contractor shall incorporate and flow down the substance of this clause to all Subcontract flow down requirement subcontracts that meet the conditions in paragraph (a) of this clause.

(End of clause)

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 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 https://www.access-board.gov/ict/ https://www.access-board.gov/ict/ https://www.hhs.gov/web/section-508/index.html 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 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

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 Contractor/Offeror COI Section B.4.Submission Template

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: N/A.

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

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. ACOI oversight program should include the monitoring of personal conflicts of interest such as, but not limited to:

a) Key Personnel (as defined in HHSAR 352.237-75 Key Personnel) and managers who would be, or are involved with, the performance of this contract, including any former federal employees;

b) Governing Body Members (e.g., Board of Directors; Trustees); and c)Principals of the organization as defined by FAR 52.203-13, Contractor Code of Business Ethics and Conduct.

2. : At any time during the performance of the contract if an actual, potential, or Mitigation Plan apparent COI is identified whether by the CO, the contractor or otherwise, the contractor shall submit a mitigation plan (Contractor/Offeror COI Submission Template) within 30 days unless otherwise specified by the CO. It is the contractor’s responsibility under the terms and conditions to provide timely notification to the CO those COIs that are self-identified. The CO will notify the contractor regarding the specifics for submission. The Government will review the submission at which time a determination will be made whether a COI has been satisfactorily mitigated or if further action is necessary and will notify the contractor accordingly. In cases where a COI cannot be, or has not been, mitigated to the Government’s satisfaction, the Government may take the following actions (this list is not all inclusive):

a) Request a waiver in accordance with FAR 9.503 Waiver, from the Head of the Contracting Activity;

b) Make changes to the requirements of the contract;

c)Require a subcontractor change (if the conflict lies with the subcontractor);and/or d)Terminate the contract in whole or in part.

F. : The prime contractor is responsible for avoiding, neutralizing and Subcontractor Flow-Down Terms and Conditions mitigating all actual, potential, or apparent COIs of its subcontractors, in accordance with these terms and conditions. Therefore, the prime contractor shall flow-down terms and conditions H.1 Conflict of Interest and Compliance, of this contract in all subcontracts. For subcontractors, wherever the term “contractor” is used, insert “subcontractor.”

Contractor Work Performed Outside the United States (U.S.) and its Outlying Areas (JUL 2026)

To comply with the requirements of Homeland Security Presidential Directive-12 (HSPD-12), Personal Identity Verification (PIV) requirements, and applicable Federal…