BPD-IAF-11-R-0009 ENGLISH -HO LLAS .doc

OMB CONTROL NO. 1505-0080/0081

SOLICITATION AND OFFER —

NEGOTIATED ACQUISITION

PAGE

OF

PAGES

I. SOLICITATION

1. SOLICITATION NUMBER

BPD-IAF-11-R-0009

2. DATE ISSUED

February 25, 2011

3. OFFERS DUE BY

2:00 PM ET on

March 30, 2011

4. OFFERS VALID FOR 60 DAYS UNLESS A DIFFERENT PERIOD IS ENTERED HERE

90 days

5. ISSUED BY

Department of the Treasury

Bureau of the Public Debt

Division of Procurement

200 Third Street, Avery 5F

Parkersburg, WV 26101-5312

6. ADDRESS OFFER TO (If other than Item 5)

7. FOR INFORMATION CALL (No collect calls)

PHONE NUMBER

psb3@bpd.treas.gov

8. BRIEF DESCRIPTION

This solicitation is intended to result in an indefinite-delivery, indefinite-quantity (IDIQ) contract award for Local Liaison Advisory Services in Honduras to support the Inter-American Foundation (IAF).

This acquisition is unrestricted. The NAICS code is 813219 and the size standard is $35.5 million.

9. TABLE OF CONTENTS

II. OFFER

The undersigned agrees to furnish and deliver the items or perform services to the extent stated in this document for the consideration stated. The rights and obligations of the parties to the resultant contract shall be subject to and governed by this document and any documents attached or incorporated by reference.

11. NAME AND ADDRESS OF OFFEROR

12A. SIGNATURE OF PERSON AUTHORIZED TO SIGN

12B. NAME OF SIGNER

12C. TITLE OF SIGNER

AREA CODE

NUMBER

NUMBER

AUTHORIZED FOR LOCAL REPRODUCTION

OPTIONAL FORM 308 (9-97)

COMPUTER GENERATED

Prescribed by GSA - FAR (48 CFR) 53.215-1(f)

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1. CONTRACT SUMMARY

This contract consists of a base year with four option year periods. The contract will be an indefinite-delivery, indefinite-quantity (IDIQ) contract with fixed-price hourly rates. Task orders will be issued on a time-and-materials basis. The time periods of this contract are as follows:

B.2. CONTRACT MINIMUM/MAXIMUM

The minimum value of this contract shall be $10,000 and the maximum value shall be calculated based on the evaluated price. See Section M.2.3.

The Honduran LLAS should anticipate that his or her workload will be proportional to the size and activities of the Honduran portfolio and will correspond to the needs of the agency, and may increase or decrease, according to any portfolio changes. Fluctuations in the portfolio will affect the workload and amounts paid under this contract.

B.3. HOURLY RATES AND UNIT PRICES (All rates shall be provided in US dollars.)

The hourly rates and unit prices set forth in this section for all line items are fixed for the duration of the contract. For technical consultants, the Offeror shall provide a not-to-exceed hourly rate. Technical consultants will be requested through task orders and actual rates will be negotiated at the time services are required.

Hourly rates shall be fully loaded to include benefits, payroll taxes, vacation, sick leave, overhead and office expenses. These rates shall be used to calculate the monthly cost of professional services for time-and-materials task orders.

The following scheme is offered as an example of the type of personnel that might be considered to undertake this contract. However, the Offeror should propose its own structure and staffing configuration consistent with its understanding of grassroots development and knowledge of community needs and capacity in Honduras.

Hourly Labor Rates For Permanent Staff The Offeror shall add any additional labor categories that may be required.

Base

Option

Option

Option

Option

Period

Period I

Period II Period III Period IV

(Year 1)

(Year 2)

(Year 3)

(Year 4)

(Year 5)

Project Coordinator(s)

US$

Hourly Labor Rates For Technical Consultant(s) (Short-term, occasional assignments)

Base

Option

Option

Option

Option

Period

Period I

Period II

(Year 3)

Technical Consultant(s) US$

Travel Costs Actual travel under the contract will vary, depending on the number and location of grantees currently active during the course of the contract. At the time the annual task order is submitted, an estimate for lodging and transportation costs will be established. A firm fixed price for daily meals will be established.

Receipts will be required for all expenses of any amount related to hotels and for all transportation in excess of US $25. Estimated transportation and lodging costs and daily fixed meal rates shall be included in each monthly work plan and be approved in advance by the Contracting Officer’s Technical Representative (COTR) via email or other writing. The Contractor will be paid based on costs incurred for transportation and lodging, in accordance with Federal Travel Regulations, and a fixed-price for meals and incidentals. Reimbursement for travel shall not be in excess of the rates appropriate for the area as established through reasonable COTR estimates, which should rarely if ever exceed the State Department rates as established by the Secretary of State and published by the Office of Allowances. In exceptional circumstances, reimbursement for travel expenses may exceed these guidelines based on IAF’s needs and with advanced written approval from the COTR.

The locations of workshops and dissemination-related activities will be selected jointly by the Contractor and IAF, based on grantee needs and locations at the time the activities are conducted.

Estimated Travel Costs

Fixed meal rates and not-to-exceed lodging and transportation costs related to the grantee visits will be established when the work plan is submitted.

Base

Option

Option

Option

Option

Period

Period I

Period II

(Year 3)

Travel (Not-to Exceed) US$

Annual Travel Cost – For Price Evaluation Purposes

Using the locations in Attachment A, the Offeror shall calculate the number of days/nights lodging, meals and travel costs related to the grantee visits (as shown in Section M.2.3.).

B.4. LABOR CATEGORY DESCRIPTIONS

The Contractor shall be an individual consultant, private firm, or non-governmental organization (NGO) with a full-time physical presence in Honduras and legal status to operate in Honduras for the duration of the contract. Offerors should propose an appropriate staff configuration that may include full-time or part-time staff. It is anticipated that successful implementation of the Statement of Work will require the equivalent of approximately one full-time position.

Sections B.4.1. and B.4.2. contain descriptions of the suggested labor categories included in the pricing example provided in B.3. If the Offeror chooses to add additional labor categories, a description of each additional category must be included in its proposal. If additional categories are added, at least one of the labor categories shall meet the requirements in Section B.4.1. The Offeror shall show the labor mix (percentage of the work to be completed by each category), if additional categories are added.

B.4.1. Project Coordinator(s) The project coordinator(s) shall possess a Bachelor’s degree in an appropriate field such as public administration, business management, urban/regional planning, or social science. The project coordinator(s) shall have a minimum of three years of experience working in areas such as community development, inter-sectoral alliances, corporate social responsibility, program planning and implementation, fiscal management, etc., and shall possess extensive knowledge and experience related to the diverse NGO universe in Honduras. The project coordinator(s) shall demonstrate in-depth administrative experience in various technical areas relevant to grantee program implementation. The project coordinator(s) shall also demonstrate ability and experience in organizing project support tasks, and in facilitating supervision and evaluation activities and implementation by staff and consultants. The project coordinator(s) shall exhibit capacity to relate to the variety of development actors involved in the IAF program in Honduras and the region, and to articulate basic development concepts and programs. The project coordinator(s) must also demonstrate knowledge of and ability to work with the Hondurans and private foundations in-country. (See sections L.8.2. and M.2.1.)

B.4.2. Technical Consultants

Technical consultants shall demonstrate experience and knowledge about specific fields such as agriculture, livestock, microfinance, non-formal education, artisan development, women’s promotion or other areas related to grassroots development and IAF grantee activities. Technical consultants shall provide monitoring and technical assistance services to deepen the Foundation’s understanding of the grassroots development process and support IAF grantees. Technical consultants will be chosen by the COTR based on expertise and project need only at the time of services.

B.5. TASK ORDERS

The Government will issue task orders under this contract on a time-and-materials basis in accordance with Section H.7.

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK (SOW)

C.1. BACKGROUND

The Inter-American Foundation (IAF) is an independent agency of the United States Government, established as part of the Foreign Assistance Act of 1969. The mission of the IAF is to promote sustainable grassroots development throughout Latin America and the Caribbean. To that end, the IAF provides grants directly to grassroots and community-based organizations in Latin America and the Caribbean to help them implement their own creative ideas for development and poverty reduction.

Since beginning operations in 1972, the IAF has distributed over $600 million through nearly 5,000 grants. Many grants have supported grassroots organizations such as agricultural cooperatives and neighborhood or small business associations; others were awarded to intermediary organizations that provide grassroots groups with credit, technical assistance, training, and marketing expertise. The largest portion of IAF funding has been invested in food production and agriculture, followed by micro-enterprise development, and education and training. For more information about the IAF, please visit our website at: www.iaf.gov.

The IAF seeks grant proposals for projects that meet the following criteria:

· Offer innovative solutions to development problems among populations generally beyond the reach of traditional foreign assistance agencies.

· Demonstrate substantial beneficiary participation in project design, management and implementation.

· Generate practical benefits for the poor in ways that increase the capacity of poor people for self-help.

· Strengthen the capacity of poor people's organizations, are technically feasible, and have the potential for sustainability.

· Show counterpart contributions from the proponent, and ideally, from other local supporters.

The IAF gives preference to organizations that have not received direct funding from other U.S. government agencies. Also, the IAF gives preference to applications that demonstrate a strategy for forming development partnerships with private and public sector institutions.

The grassroots development projects supported by the IAF are often carried out by groups in poor communities with limited administrative capacity and technical knowledge. As a result, it is sometimes necessary to provide training and technical assistance along with grants. The IAF is based in the Washington, D.C. area with all staff residing in the U.S. Conducting outreach and providing support to grassroots organizations has led the IAF to fruitful relationships with local individuals and organizations. The current proposed structure to help accomplish these objectives is called “Local Liaison Advisory Services” (LLAS) and is the subject of this Statement of Work. (See Section C.3.) The LLAS assists the Contracting Officer’s Technical Representative (COTR) in monitoring and managing the Honduras portfolio, may help with outreach related to the IAF program in Honduras and provides in-country support on a variety of program-related, logistical and administrative issues and activities.

In-country functions complementary to the LLAS include financial auditing and programmatic results verification. The IAF currently contracts an in-country firm for financial auditing services. A second in-country contractor currently provides results verification services that are used for IAF reports to the U.S. Congress and other internal purposes. The LLAS does not have responsibility for financial audits or results verification, but may assist grantees in obtaining technical assistance related to these topics. Aside from the IAF contractors for financial audits and data verification, the IAF does not have additional in-country support.

As of October 2010, the IAF’s Honduras program consists of 13 active grantees (Attachment A). Current and potential grantees carry out projects in a variety of thematic areas including agriculture and environment, micro-enterprise development, local planning and governance, youth empowerment, and the use of remittance transfers for local development. The IAF Honduras program emphasizes development partnerships between grantees and private and public sector institutions. The IAF’s portfolio in Honduras may change in number and type of projects funded over the course of the contract awarded under this solicitation. The Honduran LLAS should anticipate that his or her workload will be proportional to the size and activities of the Honduras portfolio and will correspond to the needs of the agency, and may increase or decrease according to any portfolio changes. Fluctuations in the portfolio will affect the workload and amounts paid under this contract.

C.2. OBJECTIVE

The objective of this contract is to obtain professional services to support the Inter-American Foundation’s work in promoting grassroots development in Honduras.

C.3. STATEMENT OF WORK

C.3.1. Approach

The Contractor will support the IAF mission of promoting grassroots development by providing technical assistance to grantees and by facilitating communication between grantees and the IAF. Contract activities will reflect the IAF’s interest in supporting innovative sustainable development models and community initiated cross-sector partnerships.

In cooperation with the Honduras team and other IAF staff, the Contractor will provide technical assistance and training in grant administration and reporting, provide information about IAF programs, and organize workshops.

The programmatic approach should respond to the following needs:

· Technical assistance as needed within grantee organizations;

· Executing effective grant administration and reporting practices;

· Effective communication with grantees and the IAF; and

· Portfolio development and maintenance.

Portfolio development is defined as keeping the COTR apprised of new trends by international donors, government programs and nongovernmental organizations (NGOs) and identifying innovations in grassroots development in Honduras. Portfolio maintenance includes providing back-up support to the COTR for assisting with grant-related administrative and technical problems and satisfying IAF work flow requirements.

In addition, in order to secure strong proposals from potential grant applicants, at the request of the COTR, the LLAS will disseminate information throughout Honduras about IAF programs and the proposal process. The LLAS will organize informational workshops and grantee exchanges as requested by the COTR.

The LLAS’s approach should be directed at identifying and supporting innovative sustainable development models and community initiated cross-sector partnerships. In addition, the approach should emphasize the following actions:

· Monitor the active portfolio and work with the COTR to expand and/ or diversify it by conducting outreach to marginalized populations and under-represented geographic regions.

· Build individual leadership and organizational capacity within grantee organizations.

· Support and encourage democratic practices.

· Analyze the impact of the IAF program within local and national contexts.

· Build relationships and networks with individuals, organizations, and donor agencies.

The Contractor shall possess the necessary language abilities applicable to the country, which is Spanish. In addition to a fluency in Spanish it is highly desirable, but not required, that the Contractor possess a working knowledge of English.

C.3.2 Tasks

The LLAS shall perform the following tasks in accordance with a work plan developed with and approved by the COTR. This work plan must be approved before the first disbursement is made to the LLAS. All activities under this contract will be conducted in consultation with and as approved by the COTR and will be accomplished during the contract period.

1. Grant Administration/Reporting

· Using an agenda developed by the COTR, the LLAS will participate in an orientation visit with all new IAF grantees. This may be conducted in conjunction with the COTR, auditor and data verifier, as determined by the COTR.

· In coordination with the COTR, conduct visits to each IAF-funded project in Honduras approximately once per year, or as requested, to review project activities, progress, accomplishments, and provide in-depth analysis to the IAF.

· Prepare a detailed report following each grantee visit that addresses the project’s status, problems encountered or anticipated, any recommendations to the COTR, lessons learned and compliance with IAF requirements, and incorporates perspectives from both grantee personnel and project beneficiaries.

· Ensure that grantees are informed about IAF procedures related to disbursements, reporting requirements, etc.

· Review grantee financial, programmatic and other related reports, and provide comments to the COTR and grantees, as requested by the COTR.

· Assist and meet with IAF personnel visiting Honduras (anticipated to be at least six visits per year).

· Provide monthly reports and invoices to the COTR for activities carried out under this contract as described below in C.4.

· Write an annual summary of strengths and weaknesses of the IAF’s grant portfolio in

Honduras, including opportunities and recommendations, for the IAF’s review.

2. Technical Assistance

Provide technical assistance to grantees in topics such as: incorporating efficient management and institutional strengthening practices for NGOs; designing strategic work and fund-raising plans; incorporating best practices for engaging target populations; implementing successful programs and project activities; supporting and encouraging the formation of democratic and participatory practices; analyzing program impact within local and national contexts, or any others as they arise.

3. Communication and Information Dissemination

· As requested by the COTR, conduct visits and organize regional presentations of information to organizations that wish to submit proposals for funding to the IAF, being sure to clarify all necessary application criteria and requirements. Provide same information to potential proponents by telephone and email as necessary.

· Conduct occasional IAF information dissemination events targeted at community-based groups and other development actors who are interested in economic development at the local level and community initiated partnerships with local governments. The timing and location of these workshops will be coordinated with and approved by the COTR.

· At the request of the COTR, conduct or participate in occasional additional dissemination activities, e.g., presentations, speeches, writing articles, etc.

4. Leadership and Capacity-Building

· As requested by the COTR, organize and conduct at least one field-based learning exchange for grantees per year in order to facilitate the sharing of information about lessons learned, best practices, and program results with respect to current IAF grants/projects. The agendas and other details for the learning exchanges will be decided in the work plan.

· Organize two one-day regional meetings of IAF grantees to socialize program results for the Honduras development community. The agenda and other details of the conference will be determined in the work plan.

5. Outreach and Networking

· At the request of the COTR, attend meetings with donor agencies, public officials, and/or with public and private sector entities who are interested in collaborating to support grassroots development through partnerships, resource mobilization, or public education about grassroots participatory development.

· Facilitate the coordination and exchange of information with other IAF contractors in Honduras.

6. Other Services as Requested

The IAF may require other technical assistance related services for IAF grantees, proponents or other grassroots development actors under this contract. Such services may occasionally include participation in IAF events, conferences or workshops outside Honduras. The exact requirements for such other services will be described in appropriate task order requests. These other services may be priced separately, or provided in addition to basic LLAS services under this contract and as determined by the COTR.

C.3.3. Coordination

The IAF intends to work in close coordination with other bilateral and international donors, private, NGO, and public partners to support grassroots development. The IAF wishes to avoid duplication of efforts, ensure more efficient use of resources, and to forge partnerships. Therefore, it is anticipated that the Contractor will assist the Honduras team in staying informed in this area. Also, the Contractor will keep the Honduras team informed of significant events and/or debates in the political, economic and social arenas as these are related to the role, program or future priorities of the IAF. Such information may be communicated by email, phone, or inclusion in the monthly report, as requested by the COTR.

C.3.4. Office Location and Technical Capacity

The Contractor shall provide a workspace for the LLAS office, but will not be required to receive grantees or visitors. The LLAS office shall be equipped with a computer, phone, fax, and internet services. Key project staff must be proficient in the use of Microsoft Word and Excel; all electronic files shall be compatible with software already existing in the IAF (Microsoft Office 2003 and Excel). All data and information collected during the contract shall be regarded as confidential and shall not be released to third parties without prior written approval from the IAF.

C.4. REPORTING REQUIREMENTS

The following deliverables are required under this contract:

(a) Approved annual work plan due within 30 days of the contract award;

(b) Approved monthly work plan due at the end of each month for the upcoming month;

(c) Brief written monthly status reports containing a description of activities undertaken, a status report for each project visited, a summary of potential problems, constraints, and/or opportunities in the portfolio, recommendations for resolving problems, and the identification of any specific action that requires a response from IAF staff. At the request of the COTR, the monthly report will include a written or oral review of the political and socioeconomic events that affect IAF activities in Honduras. Monthly status reports must be submitted each month for work performed during the previous month.

(d) Approved special services work plan due at the end of each month, as appropriate;

(e) Verbal briefings when requested by IAF; and

(f) Copies of all materials produced by the LLAS for use during the program.

(g) Invoice submitted each month along with monthly report to COTR and BPD/Accounting.

All reports shall be submitted in Spanish or English by electronic mail to the COTR/Foundation Representative (FR) for Honduras, with a hard copy sent only by request of the COTR.

SECTION D - PACKAGING AND MARKING

D.1. PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information and materials to the Contracting Officer (CO) or the COTR shall be paid by the Contractor unless mutually agreeable alternate arrangements are made between the COTR and the Contractor.

D.2. PREPARATION FOR DELIVERY

All items shall be packaged in accordance with normal commercial practice.

D.3. MARKING OF SHIPMENTS

To facilitate identification, the Contractor and each subcontractor making shipments to the Government shall mark each piece, bundle, or container (inside and outside) with the Government contract number, including task order number and mark all shipments in accordance with normal commercial practice.

SECTION E - INSPECTION AND ACCEPTANCE

E.1. 52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Office will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov/far.

The following clauses are incorporated by reference:

E.2. 52.246-6

INSPECTION – TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

E.3. INSPECTION AND ACCEPTANCE

Services rendered will be inspected for acceptance by the COTR.

E.4. RECORDS

The Contractor shall maintain and provide the CO and the COTR access to all documents and records for services performed during the contract. The Contractor shall comply with requirements in FAR 4.7, Contractor Records Retention.

E.5. QUALITY CONTROL

The Contractor is required to immediately notify the COTR of problems or situations that could negatively impact compliance with the provisions of the contract and task order and to inform the COTR of the plan the Contractor will implement to resolve problems.

SECTION F - DELIVERIES OR PERFORMANCE

The following clauses are incorporated by reference:

F.1. 52.242-15

STOP-WORK ORDER (AUG 1989)

F.2. 52.247-34

F.O.B. DESTINATION (NOV 1991)

F.3. DELIVERABLES

In addition to the deliverables outlined in the statement of work (C.3.), deliverables associated with Other Services, (C.3.2.6.) will be identified in task order issued under this contract.

F.4. PLACE OF DELIVERY

Delivery of all items to the COTR shall be made to the address specified in the contract, section G.3.(a).

SECTION G - CONTRACT ADMINISTRATION DATA

G.1. CONTRACTING OFFICE REPRESENTATIVES

Contracting Officer: Gina Hanna

Administrative Contracting Officers: to be named at award Contract Negotiator: Mindy Wargowsky Address:

Department of the Treasury

Bureau of the Public Debt

Division of Procurement, Avery 5F

200 Third Street

Parkersburg, WV 26101-5312

E-mail Address: to be provided at award Fax: (304) 480-7204

G.2. CONTRACT ADMINISTRATION

In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation from the terms of this contract between the Contractor and persons other than the Contracting Officers be effective or binding upon the Government. The Contracting Officers are the only persons authorized to make or approve any changes in any of the requirements of this contract and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officers. In the event the Contractor makes any changes at the discretion of any person other than a Contracting Officer, 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 the costs incurred as a result thereof.

G.3. DTAR 1052.201-70 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR) APPOINTMENT AND AUTHORITY

(a) The Contracting Officer’s Technical Representative is: (to be named at award)

(b) Performance of work under this contract MUST be subject to the technical direction of the COTR identified above, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details, and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the specification(s)/work statement. The COTR does not have authority to issue technical direction that:

1. Constitutes a change of assignment or additional work outside the specification(s)/work statement;

2. Constitutes a change as defined in the clause titled “Changes”;

3. In any manner causes an increase or decrease in the contract price or the time required for contract;

4. Changes any of the terms, conditions, or specification(s)/work statement of the contract;

5. Interferes with the Contractor’s right to perform under the terms and conditions of the contract; or

6. Directs supervises or otherwise controls the actions of the Contractor’s employees.

(d) Technical direction may be oral or in writing. The COTR shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COTR.

If, in the Contractor’s opinion, any direction of the COTR, or his/her designee, falls within the limitations above, the Contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(f) Failure of the Contractor and Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause titled “Disputes.”

G.4. INVOICE REQUIREMENTS

(a) Invoices for hourly labor and costs associated with travel or materials shall be submitted on a monthly basis in arrears. The Contractor shall render invoices in arrears upon acceptance by the COTR of each task order, or specific deliverable in a task order. The Contractor may render invoices in arrears as work is performed, but not more frequently than monthly unless authorized at intervals that are more frequent by the Contracting Officer. Work performed under multiple task orders cannot be combined into a single invoice. The Contractor shall retain a copy of all invoices for inspection upon request by the Contracting Officer.

(b) Invoices shall be submitted electronically. Protected Microsoft Excel files are the preferred format, however, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are also acceptable. The email address will be provided at contract award.

(c) A proper invoice must include the following information and/or attached documentation:

(1) Name of the business concern and date of invoice.

(2) Contract number or other authorization for delivery of property or services.

(3) Task order number, description, price, quantity of services actually delivered or rendered, and the date thereof.

(4) Shipping and payment terms.

(5) Name, title, and phone number of responsible official preparing the invoice.

(6) Name and signature of Contractor’s certifying official, title, phone number, and complete mailing address of responsible official to whom payment is to be sent.

(7) Documentation supporting time billed (i.e. copies of time sheets or an itemization of hours worked, and description of tasks performed), subcontractor’s invoices, or any other documentation supporting the invoice.

(d) Invoices will be paid upon receipt and after certification by the COTR.

G.5. CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (with the exception of invoices) shall be subject to the following procedures:

(a) Technical correspondence shall be addressed to the COTR.

(b) All other correspondence shall be addressed to the Contracting Officer.

G.6. PRICING OF ADJUSTMENTS

When costs are a factor in any determination of a contract price adjustment pursuant to the “Changes” Clause, or any other clause of this contract, such costs shall be in accordance with the contract cost principles and procedures in Part 31 of the Federal Acquisition Regulation (48 CFR 31) in effect on the date of the contract award.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. PUBLIC RELEASE OF INFORMATION PERTAINING TO THIS CONTRACT

Any proposed public release of information pertaining to this contract or the work called for hereunder shall be submitted to the Contracting Officer for approval prior to release. No information shall be released without written approval from the Contracting Officer.

H.2. PERSONNEL SECURITY REQUIREMENT

The Government may require Contractor personnel to complete and sign a Non-Disclosure Agreement as a condition for granting such personnel access, or potential access, to sensitive or classified information.

H.3. INTERPRETATION OF CONTRACT REQUIREMENTS

If the Contractor finds clarification necessary with respect to the scope of the services to be performed or manner in which the services are to be performed hereunder, he/she shall request such clarification from the Contracting Officer. No interpretation of any provision of this contract, including applicable specification, shall be binding on the Government unless furnished or agreed to in writing by the Contracting Officer.

H.4. NON-PAYMENT FOR ADDITIONAL WORK

Any additional services or a change to work specified which may be performed by the Contractor, either at his own volition or at the request of an individual other than a duly appointed Contracting Officer, except as may be explicitly authorized in the contract, will be done at the financial risk of the Contractor. Only a duly appointed Contracting Officer is authorized to bind the Government to a change in the specifications, terms, or conditions of this contract.

H.5. INDEMNIFICATION

The Contractor shall indemnify and hold harmless the Government and its officers, agents, representatives, and employees from all claims, loss, damage, actions, causes of action, expense, and/or liability resulting from, brought for, or on account of any personal injury or property damage received or sustained by any person or property growing out of or attributable to any work performed under or related to this contract, regardless of whether such claims, loss, damage, actions, expense, and/or liability may be attributable to the fault, failure, or negligence of the Contractor.

H.6. NONPERSONAL SERVICES

The Contractor agrees that this is a non-personal services contract; that for all the purposes of the contract the Contractor is not, nor shall he/she hold himself/herself out to be, an agent or partner of, or joint venture with, the Government; and that he/she shall neither supervise, nor accept supervision from, Government employees.

H.7. ORDERING

H.7.1. Task Proposal Requests A request for services shall be initiated by the submission of the “Task Under Contract” form (Attachment B) by either the COTR or the Contractor. Such requests may be issued by facsimile, or by electronic commerce methods at any time during the term of this contract.

(a) The task proposal request will specify, at a minimum, the following information:

(1) A description of the work to be performed

(2) The desired period of performance or required completion date

(3) Reporting requirements and deliverables

(b) Acceptance of task proposal requests will result in task orders subject to the terms and conditions of this contract. In the event of a conflict between a task order and this contract, the contract shall prevail.

(c) The Contractor shall not proceed with any work under a proposed task order unless authorized by the Contracting Officer. Each task order will indicate an effective date which shall be considered the start date as far as the determination of due date(s) for deliverables is concerned.

(d) The task proposal request neither commits the Government to pay any costs incurred in the submission of any proposal or in making necessary studies for the preparations thereof, nor does it commit the Government to issue a task order for such services. The Contracting Officer is the only individual who can commit the Government to the expenditure of funds in connection with this contract.

H.7.2. Task Proposals/Authorization

(a) The Contractor shall provide a written response to the task proposal request within ten calendar days, unless otherwise specified in the task proposal request. The Contractor’s written response shall consist of the following:

1) A technical proposal specifying the Contractor’s approach to performing the required work

2) A detailed work schedule identifying all significant milestones and deliverables

3) The Contractor shall complete the “Contractor’s Estimated Task Cost” portion of the Task Under Contract form. The price proposal for the required work shall be either on a firm-fixed price or time-and-materials basis. The price shall be calculated using the appropriate hourly rates specified in Section B. The Contractor shall identify each category of labor required to perform the work and the corresponding number of hours for each category. Any travel estimate shall be priced in accordance with FAR 31.205-46, i.e. shall be reasonable and shall itemize transportation, lodging, and meal charges.

(b) The Government may enter into discussions with the Contractor regarding the task proposal for purposes of negotiating the technical approach, proposed staffing hours, or any other issues.

H.7.3. TASK ORDERS

Should the Government determine to proceed with the work identified in the task proposal request, a task order will be issued by the Contracting Officer to specify the work to be performed by the Contractor. All task orders will be unilateral, not requiring the Contractor’s signature. Task orders may be transmitted via facsimile. At a minimum, each task order issued under this contract will include the following:

(a) A task order number

(b) A description of the work to be performed

(c) The work schedule, period of performance, or required completion date

(d) The reporting requirements and deliverables

(e) The not-to-exceed amount for time-and materials orders to complete the requirements

(f) The obligation of funds

(g) The payment schedule/terms

H.8. REASSIGNMENT AND REPLACEMENT OF KEY CONTRACTOR PERSONNEL

(a) The Government reserves the right to require the Contractor to reassign key Contractor employees (including, but not limited to Project Coordinator, Administrative Assistant, Technical Consultants or any other person who the Government deems material to the performance of the services under this contract) who are deemed incompetent, careless, unsuitable or otherwise objectionable, or whose continued use under any task order issued under this contract is deemed contrary to the best interests of the Government. The CO will give notice of such reassignment, in writing.

(b) In the event the Contractor finds it necessary to replace the key personnel during the life of the contract, the COTR shall be notified in writing. In cases of Contractor-initiated reassignment of personnel, the request shall be submitted at least fifteen calendar days prior to reassignment to the COTR for review and approval as well as allowing for sufficient time allowed for training of replacement personnel. This notice shall also include the resume(s) of the proposed replacement personnel. All replacement personnel are subject to the written approval of the Contracting Officer prior to their beginning work under this contract.

h.9. COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS)

(a) The Contractor shall comply with all-

(1) Local laws, regulations, and labor union agreements governing work hours; and

(2) Labor regulations including collective bargaining agreements, workers' compensation, working conditions, fringe benefits, and labor standards or labor contract matters.

(b) The Contractor indemnifies and holds harmless the United States Government from all claims arising out of the requirements of this clause. This indemnity includes the Contractor's obligation to handle and settle, without cost to the United States Government, any claims or litigation concerning allegations that the Contractor or the United States Government, or both, have not fully complied with local labor laws or regulations relating to the performance of work required by this contract.

(c) Notwithstanding paragraph (b) of this clause, consistent with paragraphs 31.205-15(a) and 31.205-47(d) of the Federal Acquisition Regulation, the Contractor will be reimbursed for the costs of all fines, penalties, and reasonable litigation expenses incurred as a result of compliance with specific contract terms and conditions or written instructions from the Contracting Officer.

H.10. CONFLICTS OF INTEREST

The Contractor shall disclose to the IAF immediately in writing any material financial, personal, or professional relationships between the Contractor or a member of the Contractor’s staff, on the one hand, and a grantee, proponent, or prospective proponent, on the other. The Contractor shall not accept any compensation from grantees, proponents, or prospective proponents, without the express written authorization of the Foundation.

H.11. OWNERSHIP OF PROPERTY

Any materials, equipment, or other property acquired in the course of performing this contract shall be deemed property of the Contractor, unless otherwise agreed to in writing by the COTR and Contractor.

H.12. GOVERNING LAW

This contract shall be governed by the law of the United States of America.

H.13. PAST PERFORMANCE EVALUATION

This contract is subject to a performance evaluation. Following the end of each contract period and at contract completion, a completed Government evaluation shall be forwarded to the Contractor. The Contractor may submit written comments, if any, within the time period specified in the evaluation transmittal. The Contractor’s comments shall be considered in the issuance of the final evaluation document. Any disagreement between the parties regarding the evaluation shall be forwarded to the Bureau Chief Procurement Officer (BCPO). The final evaluation of the Contractor’s performance is the decision of the BCPO. A copy of the final performance evaluation report will be sent to the Contractor and to the Government’s past performance database at www.ppirs.gov.

SECTION I - CONTRACT CLAUSES

I.1. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Office will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov/far.

The following clauses are incorporated by reference:

52.202-1

DEFINITIONS (JUL 2004)

52.203-3

GRATUITIES (APR 1984)

52.203-5

COVENANT AGAINST CONTINGENT FEES (APR 1984)

52.203-6

RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

52.203-7

ANTI-KICKBACK PROCEDURES (OCT 2010)

52.203-8

CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR

IMPROPER ACTIVITY (JAN 1997)

52.203-10

PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

52.204-4

PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

52.204-7

CENTRAL CONTRACTOR REGISTRATION (APR 2008)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006)

52.215-2

AUDIT AND RECORDS - NEGOTIATION (OCT 2010)

52.215-8

ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

52.222-26 EQUAL OPPORTUNITY (MAR 2007)

52.222-29 NOTIFICATION OF VISA DENIAL (JUNE 2003)

52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2010)

52.222-36

AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCTOBER 2010)

52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS (SEP 2010)

52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

52.223-14

TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

52.225-13

RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUNE 2008)

52.229-6 TAXES – FOREIGN FIXED-PRICE CONTRACTS (JUNE 2003)

52.232-7 PAYMENTS UNDER TIME-AND MATERIALS AND LABOR-HOUR CONTRACTS (FEB 2007)

52.232-17

INTEREST (OCT 2010)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.232-23

ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25 PROMPT PAYMENT (OCT 2008)

52.232-33

PAYMENT BY ELECTRONIC FUNDS TRANSFER – CENTRAL CONTRACTOR REGISTRATION

(OCT 2003)

52.232-34 PAYMENT BY ELECTRONIC TRANSFER – OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MAY 1999) 52.233-1

DISPUTES (JUL 2002)

52.233-3 PROTEST AFTER AWARD (AUG 1996)

52.233-4

APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

52.242-13

BANKRUPTCY (JUL 1995)

52.243-1 CHANGES – FIXED PRICE (AUG 1987), ALTERNATE II (APR 1984)

52.243-3

CHANGES – TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

52.244-2 SUBCONTRACTS (JUN 2007)

52.246-25

LIMITATION OF LIABILITY – SERVICES (FEB 1997)

52.247-63

PREFERENCE FOR U.S. – FLAG AIR CARRIERS (JUN 2003)

52.248-1

VALUE ENGINEERING (FEB 2010)

52.249-2 TERMINATION FOR CONVENIENCE OF GOVERNMENT (FIXED-PRICE) (MAY 2004)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICES) (APR 1984)

52.249-14

EXCUSABLE DELAYS (APR 1984)

52.253-1

COMPUTER GENERATED FORMS (JAN 1991)

The clauses, which follow, are in full text:

I.2. DTAR 1052.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(JAN 1990) (DEVIATION)

(a) Definitions.

“Agency," as used in this clause, means executive agency as defined in 2.101.

"Covered Federal action," as used in this clause, means any of the following Federal actions:

(1) The awarding of any Federal contract.

(2) The making of any Federal grant.

(3) The making of any Federal loan.

(4) The entering into of any cooperative agreement.

(5) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

"Indian tribe" and "tribal organization," as used in this clause, have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B) and include Alaskan Natives.

"Influencing or attempting to influence," as used in this clause, means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

"Local government," as used in this clause, means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

"Officer or employee of an agency," as used in this clause, includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment.

(2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code.

(3) A special Government employee, as defined in section 202, Title 18, United States Code.

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2.

"Person," as used in this clause, means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Reasonable compensation," as used in this clause, means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

"Reasonable payment," as used in this clause, means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

"Recipient," as used in this clause, includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

"Regularly employed," as used in this clause, means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract.