77344423Q0015 Power Africa Project Finance Director Solicitation.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

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QUANTITY

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AMOUNT

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8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

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VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

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STANDARD FORM 1449 (REV. 2/2012) BACK

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21.

QUANTITY

22.

UNIT

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UNIT PRICE

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77344423Q0015

TABLE OF CONTENTS:

Section II: Continuation of SF1449 Section III: Contract Clauses Section IV: List of Documents, Exhibits, and other Attachments Section V: Solicitation Provisions

Section II: Continuation of SF1449

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 PSC - Power Africa, Project Finance Director

2080 HRS

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

Personal Services of one (1) FTE PSC - Power Africa Project Finance Director, in accordance with the attached

PWS.

Anticipated Base Period of Performance: 10 Apr 2023 to 9 Apr 2024.

Purchase Requisitions

IDC Type: Not Applicable FSC Codes: R497 Prof services/personal services contracts NAICS Code: 541611 Administrative Management and General Management Co...

Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

4/10/23 4/9/24

DFC

1100 New York Avenue, NW Washington DC

US 20527

Supplies/Services Quantity Unit

0002 DFC Paid Taxes 1 JB Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC* Employer paid payroll taxes.

Anticipated Base Period of Performance: 10 Apr 2023 to 9 Apr 2024.

Purchase Requisitions

IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

0003 Performance Incentive 1 EAC Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC* Performance Incentive Cash Award. The amount of the incentive is determined by the PSC's supervisor but is no more than the percentage applied when determining the DFC non-SL performance award. This CLIN does not guarantee payment of an award.

Anticipated Base Period of Performance: 10 Apr 2023 to 9 Apr 2024.

Purchase Requisitions

IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

0004 Floating Hour Pay-Out 36 HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

Pay out of accrued floating hours at the end of the period of performance. Not to exceed 36 hours.

Anticipated Base Period of Performance: 10 Apr 2023 to 9 Apr 2024.

Purchase Requisitions

IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

0005 Special/Danger Pay 0 Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC*For travel to areas designated to receive pay other than per diem.

Base Period of Performance: 10 Apr 2023 to 9 Apr 2024.

Purchase Requisitions

IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

1001 0001 PSC - Power Africa Project Finance Director

2080 HRS

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

Personal Services of one (1) FTE PSC - Power Africa Project Finance Director, in accordance with the attached

PWS.

First Option Period: 10 Apr 2024 to 9 Apr 2025.

Purchase Requisitions

Option: 1 Option Time Date: 4/10/24 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

4/10/24 4/9/25

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

1002 0002 DFC Paid Taxes 1 JB Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC* Employer paid payroll taxes.

First Option Period: 10 Apr 2024 to 9 Apr 2025.

Purchase Requisitions

Option: 1 Option Time Date: 4/10/24 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

4/10/24 4/9/25

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

1003 0003 Performance Incentive 1 EAC Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC*

Performance Incentive Cash Award. The amount of the incentive is determined by the PSC's supervisor but is no more than the percentage applied when determining the DFC non-SL performance award. This CLIN does not guarantee payment of an award.

First Option Period: 10 Apr 2024 to 9 Apr 2025.

Purchase Requisitions

Option: 1 Option Time Date: 4/10/24

Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

1004 0004 Floating Hour Pay-Out 36 HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

Pay out of accrued floating hours at the end of the period of performance. Not to exceed 36 hours.

First Option Period: 10 Apr 2024 to 9 Apr 2025.

Purchase Requisitions

Option: 1 Option Time Date: 4/10/24 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

DFC

1100 New York Avenue, NW

Supplies/Services Quantity Unit

1005 0005 Special/Danger Pay 0 Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

** Do not quote. This amount will be calculated by DFC* For travel to areas designated to receive pay other than per diem.

Period of Performance: 10 Apr 2024 to 9 Apr 2025.

Purchase Requisitions

Option: 1 Option Time Date: 4/10/24 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

DFC

1100 New York Avenue, NW Washington DC

Section III: Contract Clauses

Performance Work Statement Performance Work Statement

SECTION C: Power Africa ProjectFinanceSpecialist,Director,OfficeofStructured FinanceandInsurance

PERFORMANCE WORK STATEMENT

C.1 INTRODUCTION

1.1. This position is located in the Office of Structured Finance and Insurance (OSFI) of the Development Finance Corporation (DFC). The work of the unit involves providing medium- to long-term funding through direct loans and loan guaranties to support investment in less developed countries. DFC's Office of Structured Finance and Insurance is available for projects in the infrastructure and energy-related industries or for any projects in any industry seeking over $50 million in debt financing.

1.2. The contractor shall provide personal services as a Power Africa Project Finance Specialist, Director, OSFI, a senior officer supporting the most complex, sensitive, or precedent-setting finance projects which are located in developing countries and markets. The PSC is responsible for performing initial screenings of new loan proposals, underwriting, and due diligence tasks in the loan origination process which includes in-depth financial analysis, preparing portions of the loan papers and memoranda associated with presenting proposed loans to credit approval committees, supporting the loan negotiations and development of appropriate covenants for finance agreements, processing disbursement requests, and preparing proper documentation of the loan files associated with the transition of projects to the Monitoring group. The PSC will work on a variety of eligible projects that are being managed by various Origination Managing Directors, with each Managing Director coordinating the full range of new project financings.

1.3. Work may be conducted in any country in Sub-Saharan Africa that is eligible for the Power Africa Initiative and in any sector relating to improving access to affordable and reliable electricity.

C.2 MAJORDUTIES ANDRESPONSIBILITIES

2.1. Supports a Managing Director's Project Team in the loan origination process of limited recourse project finance transactions located in developing countries.

2.1.1. Independently conducts in-depth financial analyses of new loan proposals to determine a proposed project's ability to maintain debt service and fully repay a loan based on a review of the documentation provided.

2.1.2. Performs analyses utilizing available financial data including the financial statements provided by the project sponsors. Creates or modifies sponsor-provided financial projections to assess logical model construction and adequacy of business case assumptions for the proposed DFC financing. Conducts sensitivity analyses to test project assumptions and key economic drivers.

2.1.3. Prepares required credit papers to be submitted for credit and management approval in accordance with Finance Policies and Procedures. Presents loan proposals to various approval committees.

2.1.4. Supports the Project Team in reviewing, developing and negotiating legal documentation in the form of terms of reference, loan agreements, contracts, term agreements and other transaction related documents.

2.1.5. Processes disbursement requests working to ensure that all conditions precedents have been met.

2.1.6. Prepares proper documentation of the origination files in the system of record working to ensure that all required project documents are properly filed. Prepares proper documentation for the transition of assigned projects to the Project Monitoring Division.

2.1.7. Works with OSFI's Director of Business Development to develop new business opportunities. As required, advises representatives of private firms on the DFC' s loan guaranty programs and other financing programs and initiatives.

2.1.8. Responds to all requests in a timely manner. Replies to email correspondence and phone calls within two business days. Conducts daily duties with courtesy and professionalism.

2.2. EVALUATINGPERFORMANCE:the COR shall conduct annual performance reviews of PSCs. The review shall be submitted to the Contract Specialist prior to the option period being exercised.

2.3. CONDUCT:By law and by the terms of their contracts with DFC, PSCs are subject to the laws, rules and regulations applicable to non-contract employees, including, without limitation, the Anti-Deficiency Act, the Hatch Act, and the laws and regulations governing the ethical conduct of Federal employees of the United States Government. Additionally, because PSCs are sole proprietors, they are subject to Section 441C of the Federal Election Campaign Act (FECA) which prohibits PSCs "from making or soliciting a contribution to "any political party, committee, or candidate for public office or to any person for any political purpose or use."

C.3 QUALIFICATIONS

3.1. EDUCATION and CERTIFICATION: The PSC shall have a minimum of a master'sdegreeof Business Administration orMasterofScienceinInternationalDevelopment,InternationalEconomics,International Affairs,orFinance.Special consideration will be given to those with certifications, such as Certified Financial Analyst.

3.2. EXPERIENCE. The PSC shall have a minimum of 5 years of experience independently performing the full range of loanoriginationinaninternationalprojectfinancesettingwithinthelast7yearsand demonstrated ability to perform the duties and responsibilities in Section C.2.

3.3. DEMONSTRATED ABILITY:

Experience in applying financial expertise to evaluate projects located in developing countries and structure those projects in a limited-recourse project finance basis.

Experience in building, auditing, and testing financial models and cash flow projections and in performing sensitivity analyses to support the project analysis.

Experience in independently writing detailed credit approval or investment memoranda outlining project detail and analysis and presenting those proposals to credit committees and Boards of Directors for approval.

Experience in negotiating legal and other documentation in the form of loan agreements, inter-creditor agreements, security documentation, and other transaction-related documents for projects in developing countries.

Experience in processing disbursement requests from borrowers located in developing countries.

3.4. OTHER REQUIREMENTS: The contractor shall be a U.S. Citizen and have the ability to obtain and maintain a Public Trust clearance.

C.4 SUPERVISION RECEIVED

4.1 The PSC will be supervised by a Government FTE. The supervisor provides administrative direction on assigned projects. The PSC shall follow the direction of the Managing Director but complete assigned tasks independently. The PSC shall work with autonomy, consulting with the supervisor with respect to aspects of proposed deals being evaluated. Completed work is reviewed for adherence to credit guidelines, clarity, thoroughness of analysis. Overall work performance is evaluated in terms of completion of assigned projects.

C.5 GUIDELINES

5.1. Guidelines include basic legislation, broad agency policies, agency credit policies and procedures, and underwriting guidelines. Frequently there are precedents and senior loan officers to guide analysis of complex, unique, and highly visible proposed projects.

5.2. The guidelines provide a framework for the majority of proposed projects in terms of traditional banking methods used to accomplish assignments. The PSC may need use initiative and resourcefulness in deviating from traditional banking methods or researching trends and patterns.

C.6 COMPLEXITY

6.1. The PSC shall support a Managing Director in the most complex, sensitive, or precedent- setting projects located in developing countries and structured in a limited-recourse project finance basis.

6.2. Projects may be of extraordinary interest to policy makers at DFC or elsewhere; have substantial precedent-setting value; and/or involve some unusually complex or sensitive issues. The PSC shall contribute the full range of loan origination processes to a managing director who is evaluating proposed project finance transactions.

6.3. Assignments reflect the full range of origination processes for proposed projects with multiple projects and several phases being pursued concurrently or sequentially within the organization.

Decisions/recommendations made in connection with the financing of projects submitted for loan guaranties or direct loans are based in-part on the PSC's analysis of the financial feasibility of projects.

C. 7 SCOPEANDEFFECT

7.1. The purpose of this position is to provide debt financing for businesses investing in viable projects in developing markets that are structured on a limited resource project finance basis. The work has substantial impact on DFC, on the client company and on the host country. The work implements Congressional and White House priorities and requirements and advances relationships and furthers the goals of U.S. interests while promoting improvements in business programs worldwide. The projects often establish precedents for future finance work.

C.8 PERSONALCONTACTS

8.1. Contacts are with representatives of business (foreign and domestic), high level officials of countries with emerging economies, officials of other government agencies, Embassy officials, and with all levels of employees of the DFC.

C.9 PURPOSE OF CONTACTS

9.1. The purpose of the contacts is to counsel the more senior loan officers on the financial viability of proposed projects requesting loan or loan guaranty support, to reply to direct inquiries from private businesses regarding their loan applications, and to negotiate the solution of a wide variety of delicate and sensitive issues involving the DFC.

C.10 PHYSICALDEMANDS

10.1. The work is primarily sedentary.

C.11 TRAVEL

11.1 Domestic or international travel is not anticipated but may be required. Travel shall be approved by the COR and the PSC's supervisor and processed in the E2 system. PSCs shall expect to travel less than 25% of the time.

The Federal Travel Regulation shall be used to determine travel pay rates and per diem.

C.12.WORK LOCATION AND ENVIRONMENT

12.1 The work is typically performed in an office setting at 1100 New York Ave, NW Washington, DC 20527. Once a telework agreement is in place, the PSC may work remotely according to DFC Telework Policy.

12.2. Travel in foreign countries may require outdoor work to visit sites of potential or active projects and may involve primitive accommodations and means of travel.

C.13 HOURS OF PERFORMANCE

13.1.DFC's core operating hours are from 9:00 a.m. to 3:00 p.m. The PSC shall provide 40 hours of service each week. PSCs are not eligible for overtime or compensatory time. All PSCs must submit a timecard. Timecards will be used to monitor the balance of the PSC's PTO and Floating Hours Earned (described below).

13.2. Telework: PSCs are authorized to telework and must have a Telework Agreement in place. Telework must be approved by PSC's supervisor.

13.3.Floating Hours: PSCs are eligible for floating hours for time worked over 80 hours in a pay period. The annual accrual of floating hours is not limited. However, no more than 36 hours of unused floating hours will be paid out to the PSC at the end of the option period. Floating hours accrued and used shall be recorded on the timesheet in the pay period that they are earned and must approved by the PSC supervisor. Only travel during non-work hours can receive floating hours. All floating hours earned must be used by the end of the current option period. Floating hours are paid with current year funds that expire at the end of the option. Therefore, floating hours do not roll over to the next option period. Any unpaid or unused floating hours will be removed from the timesheet at the end of the current option or contract expiration.

13.4. Paid Time Off (PTO): All PSCs receive 15 days, 120 hours, of PTO per year. This time can be used as annual or sick leave and the balance shall be tracked on the PSC's timecard. All PTO are available for use on the first performance day of the contract. PTO does not roll over and must be used by the end of the current option. Unused PTO will not be paid out at the end of the option period. All PTO requests shall be approved by both the COR and PSC's supervisor.

13.5. Facility Closure: PSCs are only permitted to invoice for hours worked. Therefore, in the event of facility closure, delayed opening, or early dismissal of DFC staff, the PSC will not be paid for unworked hours. In these situations, the PSC has the option to telework, use floating hours or PTO.

13.6. Federal Holidays – PSCs are paid for all Federal Holidays as listed below and any additional federal holidays granted by executive order. As PSCs are not authorized overtime or comp time, any hours worked on a federal holiday are added to the timesheet as floating hours earned.

New Year's Day, January 1st

Martin Luther King's Birthday, 3rd Monday in January

President's Day, 3rd Monday in February

Memorial Day, Last Monday in May

Juneteenth, June 19th

Independence Day, July 4th

Labor Day, 1st Monday in September

Columbus Day, 2nd Monday in October

Veteran's Day, November 11th

Thanksgiving Day, 4th Thursday in November

Christmas Day, December 25th

13.7. Overtime, Compensatory Time, Travel Compensatory Time, and Credit Hours: PSC positions are not covered by the Fair Labor Standards Act and not eligible for overtime pay. PSCs are not eligible for OPM work schedule programs to include credit hours, compensatory time, and travel compensatory time.

13.8. Timecards: All PSCs must submit a timecard on a timely basis. Timecards must be approved by the COR and submitted in the Harvest Timekeeping System for processing. Timecards will be used to monitor the balance of the PSC's PTO and Floating Hours Earned.

C.14 GOVERNMENT FURNISHED PROPERTY/EQUIPMENT

14.1. The Government will provide all necessary equipment, supplies and materials to include workstations, computer, telephone and other materials and equipment to fulfill the requirements of this contract.

C.15 NONSALARY BENEFITS

15.1 Health Insurance and Retirement Subsidies: Per the Build Act, PSCs shall not be considered Federal employees for any provision of law administered by the Director of the Office of Personnel Management (OPM).

Therefore, PSCs are not eligible to participate in employer-provided health insurance or the Federal Employees Retirement System (FERS). In lieu of these benefits, DFC provides standard non-negotiable health insurance and retirement subsidies.

Health Insurance: this subsidy is based on the average of 72% of the OPM program-wide weighted average of premiums for "self only" and "self plus one" at the time of contract award. This amount is paid directly to the PSC as part of their salary regardless of their insured status. PSCs do not have to provide proof of insurance to receive this subsidy. This subsidy is fixed and does not increase in option years.

The OPM rates can be found at https://www.opm.gov/healthcare- insurance/healthcare/plan-information/premiums/

15.2 Retirement: this subsidy is a percentage equal to the federal employee contribution to OPM FERS at the time of contract award. The subsidy is applied to the PSC's annual salary inclusive of locality. The percentage of the subsidy does not increase over the contract period of performance. However, the amount of the subsidy increases as the PSC's annual salary increases according to the contract escalation rate. Current employee contribution rates to FERS can be found at https://www.dm.usda.gov/employ/policy/docs/USDA%20FERS%20Summary%20v2.pdf. Employees hired in 2014 or later contribute 4.4%.

15.3 Metro Subsidy or Parking Subsidy: PSCs are eligible to receive either the metro subsidy or parking subsidy. The amount of the subsidies is subject to annual changes and are processed by Facilities and Administrative Services, and the Department of Finance. The parking subsidy requires PSCs to authorize a payroll deduction for the reduced parking fee from their pay.

15.4. Gym Membership: PSCs are eligible to receive on-site gym membership subject to the same process as for FTEs. Reimbursement for other gyms is not authorized.

15.5. Taxes: DFC issues W-2s to PSCs and makes the employer contribution to FICA and Medicare for the PSC. DFC also withholds FICA, Medicare, federal tax and state tax on behalf of the PSC. The PSC is not eligible for the Foreign Earned Income Exclusion.

C.16.DELIVERABLES

16.1 Written assessment of the viability and risks associated with assigned loan applications and associated business plans and project documentation, which is prepared in a clear and concise format.

Written and verbal communication with loan applicants to determine project viability.

16.2 Analyses of project documentation and financial models as requested by assigned project team.

Shall include written analyses and verbal descriptions of the ability of the proposed business venture to repay a DFC loan and the possible variations projected by the running various requested sensitivity analyses on a financial model.

16.3 Written portions of credit approval papers, terms sheets and legal documentation, each of which prepared in a clear and concise format as requested by the project team.

16.4 Support of the project team in Development and negotiation of Term Sheets, Loan Agreements, Inter-creditor Agreements, Off-take Agreements and other technical or legal documentation.

16.5 Preparation of clear, concise and accurate documentation associated with the request for disbursement and assessment of the borrower's compliance with the conditions precedent in the finance agreement for assigned projects.

16.6 Preparation of proper documentation of the origination files in the system of record confirming that all required project documents are properly filed. Preparation of proper documentation for the transfer of assigned projects to the Project Monitoring Division.

16.7 Confirmation that one's assigned projects are consistently up-to-date in Agency's online pipeline system as to projected status and timing and with correct relevant details.

16.8 Written listing of any business development contacts.

C.17.PERFORMANCEREQUIREMENT SUMMARY

17.1. Performance Standards define required performance for specific tasks:

PWS

Paragraph

Performance Metric

Performance Standard

Acceptable Level of Performance

Surveillance Method

2.1.1 Assessment of

Loan Applicants

Includes required components and is submitted on required schedule determined by project team.

Satisfactory or

Higher

100% Inspection

2.1.2 Technical Includes required

components and is

Satisfactory or

Higher

100% Inspection

PWS

Paragraph

Performance Metric

Performance Standard

Acceptable Level of Performance

Surveillance Method

Analyses and

Financial Models submitted on required schedule determined by project team.

2.1.3 Preparation of

Credit Approval Papers and Associated Legal Agreements

Includes required components and is submitted on required schedule determined by project team.

Satisfactory or

Higher

100% Inspection

2.1.4 Negotiation of

Legal Agreements

Includes required components and is submitted on required schedule determined by project team.

Satisfactory or Higher

Random Inspection

2.1.5 Disbursement

Processing

Includes required components and is submitted on required schedule determined by project team.

Satisfactory or Higher

100% Inspection

2.1.6 Filing of

Origination Documentation

Includes required components according to Federal Filing Records and submitted on required schedule.

Satisfactory or Higher

Random Inspection

2.1.7 Updating pipeline

system

Includes required data elements and is submitted on required schedule

Satisfactory or Higher

100% Inspection determined by project team.

2.1.8 Business

Development

Includes required data elements and is submitted on required schedule determined by project team.

Satisfactory or Higher

Random Inspection

2.1.9 Conduct Replies to email

correspondence and phone calls within two business days.

Conducts daily duties with courtesy and professionalism.

Satisfactory or

Higher

Customer Input

17.2. Methods of Surveillance: Various methods exist to monitor performance. The COR shall use any or several of the surveillance methods listed below in the administration of this contract.

17.2.1. 100% Inspection: Evaluation of all outcomes and deliverables to determine if performance level is acceptable.

17.2.2. Periodic Inspection: Evaluation of some outcomes and deliverables. Services are sampled to determine if performance level is acceptable.

17.2.3. Customer Input: Customer feedback on the quality and timeliness of services provided to determine if performance level is acceptable

17.3. PERFORMANCERATINGS:The following rating definitions can be used as a guide when completing the Performance Assessment:

17.3.1. Outstanding Performance meets all contractual requirements and exceeds most to the government's benefit.

The contractual performance of the element or sub-element being assessed was accomplished with almost no minor problems for which corrective actions were taken by the contractor, and the corrective actions were highly effective.

17.3.2. Excellent Performance meets all contractual requirements and exceeds some to the government's benefit.

The contractual performance element or sub-element being assessed was accomplished with very few minor problems for which corrective actions taken by the contractor were highly effective.

17.3.3 Good Performance meets contractual requirements. The contractual performance of the element or sub-element contains some minor problems for which corrective actions taken by the contractor appear or were satisfactory.

17.3.4. Fair Performance does not meet some contractual requirements. The contractual performance of the element or sub-element being assessed reflects a serious problem for which the contractor has not yet identified corrective actions. The contractor's proposed actions appear only marginally effective or were not fully implemented.

17.3.5. Poor Performance does not meet most contractual requirements and recovery is not likely in a timely manner. The contractual performance of the element or sub-element contains serious problem(s) for which the contractor's corrective actions appear or were ineffective.

17.3.6. Unsatisfactory Performance does not meet any of the contractual requirements.

52.202-1 52.202-1 Definitions (JUN 2020) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless -

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;

(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or

(e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

(End of clause)

52.204-2 52.204-2 Security Requirements (MAR 2021)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with-

(1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (32 CFR part 117); and

(2) Any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

52.204-9 52.204-9 Personal Identity Verification of Contractor Personnel (MAY 2014)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee's employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor's employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

52.204-13 52.204-13 System for Award Management Maintenance (OCT 2018)

(a) Definitions. As used in this clause -

"Electronic Funds Transfer (EFT) indicator" means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management

(SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

"Registered in the System for Award Management (SAM)" means that -

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record "Active".

"System for Award Management (SAM)" means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes -

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

"Unique entity identifier" means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)

(1)

(i) If a Contractor has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to -

(A) Change the name in SAM;

(B) Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the SAM. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov. for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.

52.204-14 52.204-14 Service Contract Reporting Requirements (OCT 2016)

(a) Definition.

"First-tier subcontract" means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor's supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor's general and administrative expenses or indirect costs.

(b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1-September 30).

(c) The Contractor shall report the following information:

(1) Contract number and, as applicable, order number.

(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the contract.

(3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

(4) Data reported by subcontractors under paragraph (f) of this clause.

(d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor's failure to comply with the reporting requirements a part of the Contractor's performance information under FAR Subpart 42.15.

(e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency.

(f)(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

(i) Subcontract number (including subcontractor name and unique entity identifier); and

(ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

(2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

52.204-24 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance

Services or Equipment (NOV 2021) The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services-Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision-

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services."

(d) Representation. The Offeror represents that-

(1) It _ will, _ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that-

It _ does, _ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services-

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number;

and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered…