Attach D USADF Articles.pdf

Attachment A

USADF ARTICLES

ARTICLE 1: UNITED STATES AFRICAN DEVELOPMENT FOUNDATION (USADF) MAIN OFFICE ADDRESS

African Development Foundation 1400 I Street NW, Suite 1000 Washington, DC 20005

ARTICLE 2: STATEMENT OF DUTIES

The Contractor shall perform the services as specified in the following Articles, attached Statement of Work.

ARTICLE 3: DEFINITIONS

3.1 “USADF” and “the Foundation” shall mean the U.S. African Development Foundation.

3.2 “Privileged” shall mean not subject to disclosure or disclosure is limited due to special circumstances.

3.3 “Contracting Officer” (CO) shall mean a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.

3.4 “Contracting Officer’s Representative (COR)” The term means authorized representatives of the Contracting Officer acting within the limits of his/her authority as delegated by the Contracting Officer in writing. The COR has no rights to change the scope of this contract in any way (actually or implied).

3.5 “Confidential Information” means any information declared by the CO or the COR as being privileged information – information that must be kept secret as directed by the CO and the COR.

3.6 “Day” shall mean, unless otherwise specified, a calendar day.

3.7 “Government” shall mean the United States Government.

3.8 “USD” shall mean United States Dollar.

3.9 “Gross Salary” shall mean salary plus employee’s contribution to Social Security, taxes, and allowances which are deducted from the employee’s bi-weekly salary and paid in accordance with the employee’s home country, state, and local tax agencies by USADF on behalf of the employee.

3.10 “Total Compensation” shall mean gross salary, plus employer’s contribution to Social

Security and other state and local taxes.

3.11 “Personal Services Contract (PSC)” means a contract that, by its express terms or as administered, makes the Contractor personnel appear to be, in effect, Government employees.

ARTICLE 4: FAR 52.232-3 PAYMENTS UNDER PERSONAL SERVICES CONTRACTS

4.1 Invoices/Bi-Weekly Timesheets & Performance: The Government will pay the Contractor in USD for the services performed by the Contractor at the rates set forth in this contract and upon proper submission of invoices and bi-weekly timesheets by the Contractor provided there is timely submission of all deliverables and reports to the office or officer designated. Failure of the Contractor to submit required reports when due, or failure to perform or deliver required equipment, supplies, and services will result in the withholding of payments under this contract, unless such failure arises out of causes beyond the control of and without the fault or negligence of the Contractor.

The Government will also pay:

a. The Contractor’s lodging, travel, meals and incidentals relative to the work under this personal services contract separately outside of this contract in accordance with Federal travel regulations (41 CFR 101-7) and procedures, as authorized in appropriate Travel Orders by the COR; and

b. Any other transportation and medical expenses necessary for travel (i.e.

immunizations and malaria meds), as approved by the COR will be paid outside this contract

4.2 COMPENSATION: Compensation will be fixed and paid bi-weekly in USD and shall not exceed amounts identified in the contract.

4.3 Contractor’s Tax and Other Legal Obligations: The Government will be responsible for withholding the required taxes on the Contractor’s share of the contributions for “All” applicable Social Security, Medicare, Federal, and State tax withholdings in accordance with applicable laws.

4.4 Final Payment: Prior to final payment under this contract, the Contractor agrees to do the following:

(a) Properly complete and submit any outstanding travel vouchers and liquidate any outstanding travel advances;

(b) Return and account for all Government supplies, materials, and equipment assigned to the Contractor; and

(c) Execute and deliver to the Contracting Officer a proper Contractor's Release (See

Attachment 2) discharging USADF, its officers, agents, and employees from all liability, obligations, and claims arising out of or under this contract upon final payment. The Contractor shall keep a record of all payments made by USADF for the duration of the contract.

4.5 Health Insurance/Medical Expenses

Contribution toward Health Insurance up to an annual maximum of $6,000.00 can be paid for a policy premium based on actual cost invoice or maximum amount of medical costs at 80% of the cost shown from actual receipts submitted to USADF. This includes the medical expenses of spouse and recognized dependent children under the age of 26 with whom the employee is living. If reimbursement of the employee’s chosen health insurance premium for 12 months is less than the annual benefit amount, the employee may receive reimbursement for other medical expenses at 80% of the cost shown on actual receipts submitted to USADF.

Note: Personal Services Contractors are not eligible to participate in the Federal Employees Health Programs.

ARTICLE 5: LEAVE

The Contractor may request and receive time off as approved by the COR for the following:

5.1 Leave without Pay: Time off without pay requested by the Contractor and approved by the COR.

5.2 Maternity/Paternity: USADF will provide maternity or paternity leave in accordance with the laws of United States.

5.3 Jury Duty (No pay during jury duty)

5.4 National Guard/Reserve Duty (No pay during duty)

5.5 Annual and Sick Leave (paid) - The Contractor shall earn annual and sick leave at the rates listed below:

Annual Leave Hours Sick Leave Hours 4 hours for each biweekly pay period 4 hours for each biweekly pay period

The Contractor may be paid when taking annual leave and sick leave. Unused annual leave up to 240 hours may be carried over from one year of the contract period to the next contract period, and sick leave in any amount. In addition, with the written approval of the COR, the Contractor may be granted advance annual leave and sick leave not to exceed the amount he or she will earn in each contract period. The Contractor can request payment for accrued, unused annual leave only at the end of the duration of the contract, inclusive of all option years that have been exercised. The Contractor will not be paid for any accrued, unused sick leave at the end of the contract and the maximum amount of unused vacation leave that the Government will pay out is 240 hours at the end of the contract.

ARTICLE 6: CONTRACTOR - USADF RELATIONSHIP

6.1 The Contractor acknowledges that this contract is important in support of USADF operations and agrees that their duties shall be carried out in such a manner as to be fully commensurate with the responsibilities that this entails. Favorable relations between the Foundation, the local Government and the people of the country the Contractor travels to require that the Contractor show respect for the conventions, customs, and institutions of the country and not become involved in any illegal political activity.

6.2 If the Contractor's conduct is not in accordance with the principles of ethical conduct for

U.S. Government employees, the contract may be terminated pursuant to the provision of this contract entitled 'Termination'. The Contractor during her work under this contract shall be subject to the Standards of Ethical Conduct for Employees of the Executive Branch of the U.S. Government at 5 CFR Part 2635. During the term of this contract and outside of the Contractor's work with USADF, the Contractor shall not perform any other professional activity that could compete or interfere with providing the agreed-upon services.

6.3 The COR will monitor Contractor performance and notify the Contractor and CO of any deficiencies. The COR is NOT authorized to change any of the terms and conditions of this contract. Changes may only be made by formal written modification to the contract signed by the CO. The COR does not have the authority to make any changes in the specifications or scope of work or terms and conditions of the contract. In the event the Contractor effects any changes at the instruction or request 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 cost increase incurred.

6.4 The Contractor shall be responsible for performing their duties in accordance with the

Scope of Work in this contract.

6.5 The Contractor shall not accept any US Direct Hire Employment while performing services under this personal services contract.

ARTICLE 7: RELEASE OF INFORMATION

All rights to data and reports produced under this contract shall become the property of the U.S. Government. All information gathered under this contract by the Contractor and all reports and recommendations hereunder shall be treated as privileged information by the Contractor and shall not, without the prior written approval of the Contracting Officer, be made available to any person, party, or Government, other than USADF, except as expressly provided in this contract. The Contractor shall not disclose any confidential information for their own use or a third party's profit, which the Contractor would have gained knowledge of while working for the Foundation; and this even after expiration of the contract. All documents developed and paperwork copied by the Contractor under the terms of this contract is the sole property of the US Government. Upon expiration of this contract, the Contractor has the obligation to hand over to the Government all documents relating to USADF in their integrality and properly filed.

ARTICLE 8: CONTRACTOR STATUS

It shall be recognized at all times that the Contractor is engaged by contract and is not an employee or official of the United States African Development Foundation. If, at any time during the effective period of this contract, the Contractor should be appointed to a regular position in USADF or elsewhere in the service of the U.S. Government, this contract will automatically terminate.

ARTICLE 9: COMPLIANCE WITH APPLICABLE LAWS

9.1 The Contractor is subject to all laws, rules and regulations governing the behavior of regular Federal employees, including, without limitation, the Anti-Deficiency Act and the laws and regulations governing the ethical conduct of employees of the Federal Government.

9.2 However, the Contractor does not qualify as an employee for purposes of programs administered by the Federal Office of Personnel Management (for example, incentive awards, health and life insurance programs, and retirement programs). All laws and amendments to laws enacted after the date of this contract, which are applicable to the Contractor, shall be incorporated herein by law without the need to amend the contract. Nothing in this clause shall give the Contractor rights which the Contractor is not otherwise entitled to under law.

9.3 The Contractor agrees, during the period of service under this contract, to abide by all applicable laws and regulations of the host country. The Contractor agrees to notify the President, the COR and the CO immediately if the Contractor is arrested or charged with an offense during the term of this contract.

ARTICLE 10: WARRANTY AGAINST DUAL COMPENSATION

The Contractor agrees that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of the United States African Development Foundation as wages, compensation or gifts for acting in any capacity in connection with any work contemplated or performed under or in connection with this contract.

ARTICLE 11: SUBCONTRACTS OR ASSIGNMENT

No part of this contract shall be subcontracted or assigned by the Contractor.

ARTICLE 12: PUBLICITY

The Contractor shall make no publicity announcements or issue other public relations material mentioning the Contractor's connection to the USADF without the advance written concurrence of the COR.

ARTICLE 13: CORRESPONDENCE AND/OR NOTICES

Any correspondence and/or Notices regarding this contract shall be submitted in writing and delivered in person or sent by registered or regular mail or email as follows:

From the Contractor to USADF: To the COR with a copy to the CO.

From USADF to the Contractor: To the Contractor's address shown on the Cover Page to this contract. Correspondence and/or Notices hereunder shall be effective when delivered in accordance with this clause or on the effective date of the notice, whichever is later.

ARTICLE 14: USADF TERMINATION CLAUSE

14.1 USADF may terminate performance of work under this contract in whole or, from time to time, in part:

a. For cause, which may be affected immediately after establishing the facts warranting the termination, by giving written notice and a statement of reasons to the Contractor in the event the Contractor:

i. Commits a breach or violation of any obligations herein contained;

ii. Commits fraud in obtaining this contract;

iii. Is guilty as determined by USADF of misconduct in the host country.

Upon such termination, the Contractor’s right to compensation shall cease when the period specified in such notice expires or the last day on which the Contractor performs services hereunder, whichever is earlier.

b. For the convenience of USADF, by giving not less than fifteen (15) calendar days’ advance written notice to the Contractor. Upon such a termination, the Contractor’s right to compensation shall cease when the period specified in such notice expires except that the contractor shall be entitled to any accrued, unused vacation leave.

14.2 No cost of any kind incurred by the Contractor after the date such notice is delivered shall be reimbursed hereunder except as approved by the Contracting Officer. If any costs relating to the period subsequent to such date have been paid by USADF, the Contractor shall promptly refund to USADF any such prepayment as directed by the Contracting Officer.

14.3 The Contractor, with the written consent of the Contracting Officer, may terminate this contract upon at least fifteen (15) days’ written notice to the Contracting Officer.