Attachment_4-_OPIC_Terms_and_Conditions.pdf

Attachment 4

CONTRACT ADMINISTRATION DATA AND SPECIAL CONTRACT REQUIREMENTS

CONTRACT MANAGEMENT

Notwithstanding the Contractor's responsibility for total management responsibility during the performance of the contract, the administration of the contract will require maximum coordination between the

Government and the Contractor during performance of the contract.

CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer (CO) will perform all contract administration. The CO is the only person with the authority to act as an agent of the U.S. Government under this contract and is the only person authorized to make or approve any changes in any of the requirements of this contract. Notwithstanding any provisions contained elsewhere in this task order contract, the said authority remains solely in the Contracting Officer.

In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. Only the CO has the authority to: (1) direct or negotiate any changes in the SOW or PWS; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; or (5) otherwise change any terms and conditions of this contract.

Emily McLaughlin is the Contracting Officer (CO) for this task order. Communications pertaining to contract administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be effected without a Supplemental Agreement (contract modification) executed by the CO authorizing such changes.

The Contracting Officer’s contact information is:

Emily McLaughlin

Overseas Private Investment Corporation

1100 New York Ave, NW

Washington, D.C. 21527

Phone: 202-336-8549

E-mail: Emily.McLaughlin @opic.gov

CONTRACTING OFFICER'S REPRESENTATIVE (COR)

TBD (COR will be appointed at the time of award) is hereby designated as the Contracting Officer's

Representative (COR). The Government may change the COR at any time without prior notice to the

Contractor by a unilateral modification to the Contract. The COR is located at:

Overseas Private Investment Corporation

1100 New York Ave, NW

Washington, D.C. 21527

Phone: 202-336-XXXX

E-mail: XXXXX@opic.gov

The responsibilities and limitations of the COR are as follows:

a. The COR is responsible for the technical aspects of the project and serves as technical liaison with the Contractor. The COR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as may be specified in the task order contract.

b. The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes, which affect the Contract price, terms or conditions. Any Contractor mailto:XXXXX@opic.gov request for changes shall be referred to the Contracting Officer directly or through the COR.

No such changes shall be made without the expressed prior authorization of the Contracting

Officer. The COR may designate assistant COR(s) to act for the COR by naming such assistant(s) in writing and transmitting a copy of such designation through the Contracting

Officer to the Contractor.

Invoice and Payment Provisions and Government Acceptance Period (addendum to FAR 52.212-4)

Invoices shall be prepared in accordance with Federal Acquisition Regulation (FAR) 52.212-4, Contract

Terms and Conditions – Commercial Items. In addition to invoice preparation as required by the FAR, the

Contractor's invoice shall include the following information:

a) Contract Number:

b) DUNS Number;

c) Dates of provided services;

f) Associated Contract Line Item Number (CLIN); and

INVOICE RECIPIENTS

Invoices shall be submitted electronically to COR (TBD) with a courtesy copy to the Contracting Officer

(Emily.McLaughlin@opic.gov), Contract Specialist (Esan.Sumner@opic.gov), and the COR. The subject line of the email must include the following information: Product Name, Contractor Name, and

Contract Number.

Government Acceptance Period

The COR will review deliverables prior to acceptance and provide the Contractor with an e-mail that provides documented reasons for non-acceptance, if applicable. If the deliverable is acceptable, the COR will send an e-mail to the Contractor notifying it that the deliverable has been accepted.

In the event of a rejected deliverable, the Contractor will be notified in writing by the COR of the specific reasons for rejection. The Contractor may have an opportunity to correct the rejected deliverable and return it per delivery instructions.

The COR will have 5 business days to review deliverables and make comments. The Contractor shall have no more than 5 business days to make corrections and re-deliver.

TRAVEL REQUIREMENT

Travel by the Contractor may be required for this requirement. Should the Government determine that travel is necessary, the required authorization for travel will be provided by the Contracting Officer, and the appointed COR.

PREAUTHORIZATION FOR TRAVEL

Travel shall not be undertaken without authorization. If travel is authorized, OPIC will only reimburse the

Contractor for actual travel costs incurred during the authorized travel period. Profit/Fee shall not be applied to travel costs or per diem, and is not allowable under this contract. Handling rates shall not be applied to travel costs.

When travel is authorized, the Contractor shall provide estimated travel costs to the authorizer in advance of scheduling travel. Requests for travel must include the following information:

a. Name of traveler;

b. Dates of travel;

c. Destination(s);

d. Purpose of travel;

e. Estimated transportation costs;

f. Estimated lodging expense;

g. Estimated meals and incidental expenses; and

h. Other expenses.

TRAVEL COST REIMBURSEMENT LIMITATIONS

All travel shall be performed in accordance with Government travel regulations. The Government will reimburse travel expenses at actual cost, in accordance with limitations equivalent to those set forth in the

Federal Travel Regulations (FTR). Unless authorized by the Contracting Officer, reimbursement of lodging, meals and incidental expenses will not exceed the applicable rates set forth in the FTR for the travel destinations.

TRAVEL SECURITY CONDITIONS AND REPORTING

a. The Contractor must remain vigilantly aware of security conditions while traveling for OPIC, and by entering into a contract, assumes full responsibility for the safety of its employees. Prior to commencing work, the Contractor must ensure that it has adequate procedures in place to advise its employees of situations or changed conditions that could adversely affect their security.

b. The Contractor acknowledges that security conditions are subject to change at any moment, that OPIC cannot guarantee the accuracy of any information that it may provide to the

Contractor and that OPIC assumes no responsibility for the reliability of such information. The

Contractor has sole responsibility for approving all travel plans for its employees. The

Contractor is also responsible for immediately notifying OPIC and the U.S. Embassy American

Citizen Services section in the event a U.S. citizen employee does not return from travel as expected or does not report to work.

c. LIFE SUPPORT AND SECURITY SERVICES. The Contractor is responsible for maintaining the security of its personnel, materials and equipment. All employees of the Contractor must meet the requirements of their work-site, which may include, but not limited to background checks, security/restricted area clearances, drug-free workplace, safety training and/or any other company safety and security requirements.

d. The Contractor shall report any security threats and/or incidents verbally / by telephone, immediately to the nearest United States Embassy.

e. Subsequently, a written report shall be submitted through the Contracting Officer’s

Representative (COR) to the OPIC Office of Security, Continuity, and Emergency

Preparedness. The Contractor shall develop a list of specific steps to track any potential/identified threats, which will be part of its overall security system.

SECURITY AND MEDICAL EVACUATION SERVICE COVERAGE

a. Contractors must provide medical evacuation service coverage to all U.S. citizen, U.S.

resident alien, and Third Country National employees and their authorized dependents

(hereinafter “individual”) while overseas under an OPIC-financed direct contract. OPIC will reimburse reasonable, allowable, and allocable costs for medical evacuation service coverage incurred under the contract. The Contracting Officer will determine the reasonableness, allowability, and allocability of the costs based on cost principles and cost accounting standards, if applicable.

b. Contractor must insert a clause similar to this clause in all subcontracts that require performance by contractor employees overseas.

RESTRICTIONS AGAINST DISCLOSURE

The Contractor agrees, in the performance of this contract, to keep in strict confidence the information furnished by the Government and designated by the Contracting Officer or Contracting Officer's

Representative as non-public OPIC materials and information. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a need to know basis. The Contractor agrees to immediately notify the Contracting

Officer in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement.

The Contractor agrees that it will not disclose any information described in paragraph 1 of this section to any persons or individual unless prior written approval is obtained from the Contracting Officer. The

Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

DUPLICATION OF EFFORT

The Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any cost charged against any other Government contract, subcontract, or other Government source. The Contractor agrees to advise the Contracting Officer, in writing, of any other

Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The Contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit, research, or purpose of the Contractor, whose responsibility it will be to account for it accordingly.

REGULATORY NOTICE

Contractors are advised that certain provisions and clauses identified throughout this contract are not FAR provisions or clauses; however, all of these items are binding for this acquisition.

NOTIFICATION OF INTENT TO SUBCONTRACT

As required in FAR 44.201-1, the contractor shall notify the Contracting Officer of its intent to subcontract any portion of the contract requirements. The Government reserves the right to recommend potential sources for subcontracts to whom solicitations must be mailed during the performance of this contract.

SECURITY

INFORMATION SECURITY

The contractor shall comply will all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system. The contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs.

c. Contractor information systems subject to the Federal Information Security Management Act of

2002 (FISMA). All agency information systems, see 44 U.S.C. 3505(c), operated by or on behalf of the Government by a Contractor or subcontractor containing Federal data shall be subject to the requirements of the FISMA, including routine testing without advance notice to or approval of the Contractor or its subcontractors. See 44 U.S.C 3544(b).

d. For all services acquisitions:

PROTECTION OF INFORMATION

The contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of work under this contract. The contractor shall also protect all Government data, equipment, etc. by treating the information as sensitive. All information about the systems gathered or created under this contract should be considered as SBU information. It is anticipated that this information will be gathered, created, and stored within the primary work location. If contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

The government will retain unrestricted rights to government data. The ordering activity retains ownership of any user created/loaded data and applications hosted on vendor’s infrastructure, as well as maintains the right to request full copies of these at any time.

The data that is processed and stored by the various applications within the network infrastructure contains financial data as well as personally identifiable information (PII). This data and PII shall be protected against unauthorized access, disclosure or modification, theft, or destruction. The contractor shall ensure that the facilities that house the network infrastructure are physically secure.

The data must be available to the Government upon request within one business day or within the timeframe specified otherwise, and shall not be used for any other purpose other than that specified herein. The contractor shall provide requested data at no additional cost to the government.

No data shall be released by the Contractor without the consent of the Government in writing. All requests for release must be submitted in writing to the COR/CO.

e. SECURITY CLASSIFICATION

The preparation of the deliverables in this contract will be completed at a Sensitive but Unclassified level.

f. DATA BREACHES

As part of the requirement explained elsewhere in this document for the contractor to comply with all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system, the contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs. Special attention should be paid to OMB

Memorandum 06-19 (July 12, 2006), particularly the extremely urgent reporting time frames included therein for certain breaches, as well as to any other subsequent laws, regulations, or policy governing data breaches that may arise during the performance of the contract. The Information

System Security Plan required elsewhere in this document shall include policies and procedures necessary to ensure the timely detection of and reporting to the OPIC of data breaches, as well as safeguards to prevent and mitigate the risk of, as well as to remedy, such breaches, if any.

CONTRACTOR USE OF OPIC COMPUTER EQUIPMENT

OPIC computer equipment use by contractors is limited to what is necessary to accomplish the work identified under the contract. All contractors or his/her employees or subcontractors are subject to Internet access monitoring and auditing, and discoveries of inappropriate internet access or activity not directly related to the contract, will be reported to the COR and CO, and the contractor shall be held in default of the contract. Contractors or his/her employees or subcontractors found accessing inappropriate web sites while using an OPIC computer, may be grounds for initiating disbarment procedures.