MCC-09-0111-RFQ-41 Financial Reporting assistance.docx

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

20090574

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

MCC-09-0111-RFQ-41

6. SOLICITATION ISSUE DATE

August 16, 2009

7. FOR SOLICITATION

INFORMATION CALL

a. NAME Kathrynn Mangum mangumkc@mcc.gov

b. TELEPHONE NO. (No collect calls)

(202) 521-7237

8. OFFER DUE DATE/LOCAL TIME

8/31/09 2:00 PM

9. ISSUED BY CODE

DESTINATION UNLESS BLOCK IS MARKED

|_| SEE SCHEDULE

12. DISCOUNT TERMS

Millennium Challenge Corporation 875 Fifteenth Street, N.W Washington, D.C. 20005 Kathrynn Mangum, Sr. Contract Spec.

|_| UNRESTRICTED OR

|X| SET ASIDE: 100% FOR

|X| SMALL BUSINESS

` EMERGING SMALL BUSINESS

|_| HUBZONE SMALL BUSINESS

|_| SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS

|_| 8(A)

13b. RATING

NAICS: 541611

SIZE STD: $7.0M

15. DELIVER TO CODE

16. ADMINISTERED BY CODE

See Block 9

18a. PAYMENT WILL BE MADE BY CODE

XD01

National Business Center M/S D-2773 7301 West Mansfield Avenue Lakewood, CO 80235-2230

TELEPHONE NO.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Financial & Performance Reporting Assistance Services

1,248

Hour

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA |X| ARE |_| ARE NOT ATTACHED.

|_| 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA |_| ARE |_| ARE NOT ATTACHED.

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

The Millennium Challenge Corporation anticipates awarding one or more contracts to provide Financial & Performance Reporting Assistance services for the development & maintenance of required financial and programmatic reports.

The number of hours listed in Block 21 and in Section B is a Not- To-Exceed amount of 1,248 hours for the base year. Each option year contains a Not-To-Exceed amount of 1,248 hours per year.

THIS IS A 100% SMALL BUSINESS SET-ASIDE.

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

|_| PARTIAL |_| FINAL

38. S/R ACCOUNT NO.

39. S/R VOUCHER NO.

40. PAID BY

41b SIGNATURE AND TITLE OF CERTIFYING OFFICER

41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

SECTION B

SUPPLIES/SERVICES AND PRICES

B.1 General

(a) The contractor shall provide service in accordance with Section C, Statement of Work for Financial and Performance Reporting Assistance.

(b) The contract period of performance is for a base year and four 1-year option periods.

(c) This is a T&M Labor Hour type contract for services.

B.2 Pricing

(a) The labor hour rate is a fixed unit price that includes all labor costs necessary to provide the services required in the Statement of Work.

(b) Base Year: Award through 12 Months thereafter. (Dates for the Base Year & all options will be inserted upon award).

PRICE

________________Services

(c) Option Year 1: Month 13 through Month 24

(d) Option Year 2: Month 25 though Month 36

(e) Option Year 3: Month 37 through Month 48

(f) Option Year 4: Month 49 though Month 60

Total Potential T&M NTE Amount $_________________

SECTION C

DESCRIPTION/SPECIFICATIONS / STATEMENT OF WORK

STATEMENT OF WORK

A. Introduction

The President and Congress created the Millennium Challenge Corporation (MCC) to administer the Millennium Challenge Account as a Federal government corporation, under Title VI of the Foreign Operations, Export Financing, and Related Programs Appropriations Act of 2004. MCC’s work is based on the principle that greater contributions from developed countries should be linked to greater responsibility from developing countries. MCC extends development assistance to those countries that rule justly, invest in their people, and encourage economic freedom.

As a Federal organization, MCC was established to support innovative strategies, to ensure accountability for measurable results, and to make maximum use of flexible authorities to optimize efficiency in contracting, program implementation, and personnel. To ensure proper stewardship, accountability, and operational effectiveness, it is essential that MCC managers have available to them timely, pertinent financial and programmatic information upon which to base management decisions. Having such information available to all corporate managerial levels is critical for managers to plan and budget efficiently and to monitor and evaluate performance. Similarly, MCC must be able to account for expenditures and results with a high degree of accuracy in a timely manner in accordance with applicable Federal accounting and other reporting requirements. Effective internal management is dependent upon MCC executives having access to current financial and program information at a level of detail consistent with their positions.

Federal financial systems operate in a dynamic, rapidly changing environment. New system requirements come from a variety of sources, including the Office of Management and Budget (OMB), the Department of the Treasury, the Federal Accounting Standards Advisory Board (FASAB), Congress, as well as others. MCC is a small agency created after the enactment of the Chief Financial Officer’s Act (CFO Act) and the Government Performance and Results Act (GPRA). While MCC is not considered a CFO Act agency, MCC manages for results and has adopted the accountability principles embodied in these two pieces of legislation.

MCC recognizes that Federal financial management systems need to collect, process, and make available an increasing amount of financial information. In addition, this information must be combined with programmatic data to report results and support corporate decision-making. As Federal financial management needs continue to grow and evolve, MCC recognizes a need for flexible systems that meet managers’ and other decision-makers’ information needs quickly and cost effectively.

B. Purpose

MCC intends to develop, maintain, and routinely generate various financial, procurement, and performance reports using existing financial management systems as well as future data warehouse and reporting tools. MCC seeks to provide its managers the necessary information tools and reports that will allow managers to make reliable financial and operational decisions based on timely, accurate reports. Such reporting capabilities are to be developed and implemented using MCC’s current core financial management system (Oracle Federal Financials as configured and implemented by the Department of Interior’s National Business Center (NBC), and all related program and/or “feeder” systems) and future data warehouse and reporting tools (MCC’s Integrated Data Analysis System (MIDAS) and the SQL Server Reporting Services (SSRS), currently being developed by Booz Allen Hamilton (BAH)). Therefore, MCC is seeking consulting services to directly assist in identifying information needs and associated reports, working cooperatively with NBC and BAH to develop, configure, and test resulting reports, and place into production such reports, using currents systems including the Discoverer reporting software and SSRS. Additionally, during the interim phase of development of MIDAS, it will be necessary to maintain currently developed access databases as well as to develop new access databases and reports to integrate financial and performance data.

The desired financial management and performance reports will cover various management categories, including (but not limited to):

· Budget execution and performance,

· Payroll and related benefits,

· Cost-allocations to MCA compacts and related functions,

· Financial balances and analyses,

· Financial performance measures,

· Performance Indicator and Process Milestones,

· Conditions Precedent,

· Procurement Performance Data,

· Budget and Performance reporting, and

· Ad hoc reports and queries.

All financial and financially-related reports will utilize the Corporation’s core financial system and will be consistent with, and reconcilable to, financial data within the system. All integrated reporting will be developed through MIDAS and tie to the approved data stored within the system.

Since MCC requires integrated access to information across different business processes, sites, and programs with a single point of input for required information, the consultant will also be expected to provide suggestions and insights to MCC management on improving the Corporation’s financial management and data storage systems and resulting reporting infrastructure.

C. Objective

MCC wishes to engage expert consulting services for the development and maintenance of required financial, procurement, and performance reports. The Contractor shall work interactively with MCC’s Department of Administration and Finance, Division of Finance, NBC, and BAH. Input will be gathered from all organizational components, including managing directors and senior-level policy officials, to identify and document financial and financially-related reporting requirements. The Contractor will assimilate the requirements and conduct “fit/gap” analyses to ascertain those requirements that can be fulfilled (i.e. “fits”) by the systems and those that cannot (i.e. “gaps”). The Contractor will work with the Division of Finance and other offices as appropriate to prioritize the reports to be developed (and related requirements to be satisfied). The Contractor will also provide advice and suggestions regarding the most effective means for satisfying (i.e. “closing”) “gaps.” The Contractor will also identify and reconcile any inconsistencies between related data maintained in the Corporation’s systems (such as differences in financial account balances for travel obligations and the related balances per the travel system).

D. Independence/Conflict of Interest

The Contractor selected for this effort must be independent of NBC and the Oracle software company as well as BAH.

E. Specifications/Scope of Work

Task 1: Compilation of Report Requirements and Fit/Gap Analyses

The Contractor shall compile from the relevant Corporate sources a listing of desired financial and performance reports.

The Contractor will conduct a fit/gap analysis of the current systems’ capabilities to fulfill the reporting requirements of each report and present to the Department of Administration and Finance. The Division of Finance will review and discuss each analysis and reach a decision on whether or not to design, configure, test, and implement the report.

Task 2: Design, Testing, and Implementation of Reports

The Contractor will develop and design all reports identified and authorized by the Division of Finance. Such design includes formats, fonts, data contents, and the mapping of data elements and/or attributes to the core financial system and /or program “feeder” systems. The Contractor will fully cooperate with NBC and BAH regarding the actual development, testing, and implementation of reports. The Contractor will work within the current agreed upon operating structure with NBC.

The Division of Finance will request BAH to provide a test environment (replicated production environment) in order for the Contractor and the Division to conduct proper testing (including regression tests and user acceptance tests (UAT)).

Task 3: Options and Recommendations

The Contractor shall present to MCC viable options and recommendations for enhancing the Corporation’s financial, procurement, and performance reporting based on information and insights gained during the conduct of work per this Statement of Work (SOW). Such options/recommendations may include additional systems/software for reporting, implementation of data warehouse(s), etc.

Task 4: Train MCC Staff to Utilize Reports and Reporting Software

The Contractor shall provide necessary training to MCC employees on such topics as accessing developed reports, running ad hoc queries within the core financial systems and MIDAS, and designing and developing reports. In order to complete this task, the Contractor will develop a training plan and materials which the Division of Finance will review and reach a decision about implementation.

F. Deliverables and Delivery Schedule

In addition to the specific deliverables, the Contractor shall conduct bi-weekly status meetings with MCC management and staff. The meetings shall cover items completed during the reporting period, items scheduled to be completed during the coming period, items behind schedule (and relevant explanation), and any problems requiring resolution. The details for initiating this meeting cycle are left to the mutual agreement of the parties.

Documentation media shall include hard copy and electronic copy in the form of Microsoft Word Document, Microsoft Project 2007, and PDF Format.

G. Acceptance Criteria/Performance Standards

Measurable and quantifiable acceptance criteria will be developed jointly by MCC and the selected Contractor to assess the quality, completeness, and sufficiency of project deliverables. MCC shall have three working days to review deliverables. The Contractor shall have five working days to make changes to the reviewed deliverable.

During the contract term, deliverables will be reviewed by designated MCC managers/staff and the COTR within three working days. The COTR’s approval will constitute acceptance of project deliverables.

MCC encourages the use of Alternative Dispute Resolution (ADR) procedures set forth in the Federal Acquisition Regulation (FAR), Part 33, FAR 33.214, as the preferred method for resolving issues in controversy.

H. Key Personnel

The Key Personnel identified for this requirement are: (To be filled in by Offeror and included in RFQ submission.)

Position Name

No replacement of key personnel shall be made by the Contractor without written consent of the Contracting Officer (CO). Resumes shall also be provided for any key personnel replacements. The Contractor must demonstrate that the qualifications of the prospective replacement personnel are equal to or better than the qualifications of the personnel being replaced.

The Contractor shall furnish all necessary personnel and services required to perform the type of work described in conformance with this Statement of Work. Tasks and services described and/or provided for in any contract awarded in association with this Statement of Work shall be performed exclusively by the Contractor in cooperation with designated MCC Staff. All documentation and materials used as a result of any tasks undertaken in connection with this Statement of Work or its related contract shall be considered property of MCC, and shall be provided in its entirety to the designated COTR or his/her designee in a format mutually agreed upon by both the MCC COTR and the Contractor.

SECTION D

PRESERVATION, PACKAGING AND MARKING

D.1 Packaging:

Unless otherwise specified, all deliverable items shall be preserved, packaged, and packed in accordance with normal commercial practices, as defined in the applicable commodity specification. Where special or unusual packing is specified, such packing details must be the subject of an agreement independently arrived at between the Government and the contractor.

D.2 Marking:

Each package, report, or other deliverable required in accordance with the Statement of Work to be delivered to the COTR, shall be accompanied by a letter, with a copy, excluding enclosures, to the Contracting Officer which:

(a) Identifies the contract number and work order number under which the item is being delivered;

(b) Identifies the deliverable item number or "Report Requirement" which requires the delivered item(s); and

(c) Indicates whether the Contractor considers the deliverable to be a partial or full satisfaction of the requirement.

SECTION E

INSPECTION AND ACCEPTANCE

E. 1 Inspection and Acceptance by the Government

The Government, through its authorized representative, has the right, at all reasonable times, to evaluate the work performed, or being performed, hereunder and shall notify the Contractor of unsatisfactory performance. All evaluations shall be performed in such a manner as will not unduly delay the work.

The Government will review and verify that all services and deliverables issued under this contract fulfill the requirements and standards stated in this contract.

It will be the responsibility of the COTR to ensure that adequate records of the evaluation are kept to support acceptance or rejection of work performed or being performed. Acceptance will be made by the COTR or designated representatives.

SECTION F

DELIVERIES OR PERFORMANCE

F.1 Maximum Number of Hours

The Contractor may be called upon to perform up to 1, 248 hours of work during the base year performance period.

The maximum amount of work that can be performed under this contract is 1,248 hours of her/his time to the contract. The MCC COTR and the Contractor will jointly agree on dates for deliverables.

F.2 Place of Performance

The primary work location will be the Millennium Challenge Corporation located in two buildings at 1401 H Street NW, Washington DC 20005 and 875 15th Street NW Washington, DC 20005.

An appropriate workspace, including computer(s) and telephone(s), will be provided by MCC at the MCC headquarters location in Washington, DC. Headquarters office space has workspace at 875 Fifteenth Street, NW, Washington, D.C. and 1401 H Street, NW, Washington, D.C. and in other MCC offices near this location, contingent upon MCC staff expansion. The Contractor shall be liable for damages to MCC arising from the use of equipment maintained by the Contractor when such damage is due to the fault or negligence of the Contractor.

MCC will provide conference room space for meetings, interviews, and group discussions. MCC will also provide the Contractor with access to relevant MCC personnel required to perform the tasks above. Unless otherwise agreed to by the parties, these Government-furnished resources will be provided only during normal business hours at the designated base work site. MCC staff will participate as a team partner in the gathering of data, development of high-level requirements, and review of in-process findings.

Tools purchased by the Contractor for use on this task shall be approved by MCC in advance, and such tools will be the property of the Federal government. At the completion of the tasks, the Contractor shall transfer all software licenses and ownership of tools purchased for this SOW to the government.

F.3 Deliverables

This procurement will not require any deliverables beyond those as specified in the Statement of Work, and as agreed per Section F.1

F.4 Notice Regarding Late Delivery

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of the contract, the Contractor shall immediately notify the Contracting Officer and the COTR(s), in writing, giving pertinent details. Provision of such information shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.5 Contract Type.

The Government contemplates award of Time & Materials, Labor Hour contract.

F.6 Period of Performance/Delivery Schedule

(Dates to be added by MCC prior to Contract Award)

Base Period: (12 months after award): XX-XX-09 – XX-XX-10 (To be completed at award)

Option Year 1: For 12 months after the completion of Base Period: XX-XX-10 – XX-XX-11

Option Year 2: For 12 months after the completion of the Option Year 1: XX-XX-11 – XX-XX-12

Option Period 3: For 12 months after the completion of Option Year 2: XX-XX-12 – XX-XX-13

Option Period 4: For 12 months after the completion of Option Year 3: XX-XX-13 – XX-XX-14

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 MCC 52.232-70 INVOICE INSTRUCTIONS (FEB 2008)

Invoices shall be paid in accordance with the Prompt Payment Act, thirty days (30) following receipt of a proper invoice. The Contractor shall submit each invoice electronically via email or fax to the following:

Fax: 303.969.5151/7281 ATTN: MCC Payments, or Email: MCC_Accounting_NBCDENVER@nbc.gov, or As an alternative to electronic submission of invoices, one copy of each invoice may be submitted to the following address:

National Business Center M/S D-2773 7301 West Mansfield Avenue Lakewood, CO 80235-2230 If it is determined that the amount billed is incorrect, the invoice may be revised by the Government, or the contractor may be required to submit a revised invoice.

To constitute a proper invoice, each invoice must include the following information and/or attached documentation:

(1) Name, address and telephone of the Contractor

(2) Date of invoice and invoice number

(3) Contract number (including task order or call number and contract line item(s)) also modification number, if applicable

(4) Description (quantity, unit of measure, unit price, and extended price) of the supplies/services rendered (including hours incurred and billing rate, as applicable to the contract)

(5) A schedule depicting the following information:

If the contractor is billing for costs incurred over more than a single month, the costs for each month in which the costs were incurred and shall be segregated into the month they were actually incurred.

(6) Name of Contracting Officer’s Technical Representative (COTR); and

(7) Signature of authorized representative of the firm with the following invoice certification:

“The undersigned hereby certifies to the best of my knowledge and belief that: the sum claimed under this contract is proper and due, and all the costs of contract performance have been paid, or to the extent allowed under the applicable payment clause, will be paid by the Contractor when due in the ordinary course of business; the work reflected by these costs has been performed, and amounts involved are consistent with the requirements of this Contract.

Inquires regarding the status of invoices may be directed to NBC Accounting. The email address is: MCC_Accounting_NBCDENVER@nbc.gov.

(End of clause)

G.2 MCC 52.204-70 Contracting Officer’s Technical Representative (COTR) and/or Project Monitor (PM) (Feb 2009)

(a) The Contracting Officer may designate a Government representative to act as the Contracting Officer's Technical Representative (COTR) or Project Monitor (PM) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the COTR and/or PM and the Contractor. The designation letters will set forth the authorities and limitations of the COTR and/or PM under the contract.

(b) Modifications to this contract are effective only if reduced to writing and executed by the Contracting Officer. The Contractor is specifically prohibited from performing any work that is outside the scope of this contract without the approval of the Contracting Officer. The Contracting Officer cannot authorize the COTR or any other representative to sign documents (i.e., contracts, contract modifications, etc.) that require the signature of the Contracting Officer.

(End of clause)

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 Alternate Dispute Resolution

Alternate Dispute Resolution (ADR) procedures increase the opportunity for relatively inexpensive and expeditious resolution of issues in controversy. These procedures may be used at any time that the Contracting Officer has authority to resolve the issue in controversy. If the Contractor submits a claim, ADR procedures may be applied to all or part of the claim. The Contractor must certify its claim in accordance with FAR 33.207. When ADR procedures are used after the issuance of a Contracting Officer's final decision, the time limitations or procedural requirements for filing an appeal of the Contracting Officer's final decision are not altered.

H.2 Confidentiality

The Contractor is subject to the following provision relating to the protection and nondisclosure of proprietary and other confidential business information:

(A) Confidential information, as used in this clause means (1) information or data of a personal nature, proprietary about an individual or (2) information or data submitted by or pertaining to an institution or organization, provided that such information in (1) and (2) does not include information which is, or which becomes, public or information which becomes known to the Contractor on a non-confidential basis from a third party source.

(B) If it is established that information to be utilized under this Contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 522a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(C) Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the MCC.

(D) Whenever the Contractor is uncertain regarding the proper handling of material under the Contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication. Notwithstanding the above, information which is required to be disclosed by law or legal process shall not be included as confidential information.

H.3 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 MCC 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.

H.4 Travel And Per Diem

There is no local or long distance travel authorized for this requirement.

H.5 Non-Disclosure Agreement

The Contractor shall complete applicable MCC Non-Disclosure Agreements prior to obtaining access to any sensitive MCC information or systems, including the MCC Mailing List, contract documents, accounting records, personnel records, automated systems, plans/drawings, etc.

H.6 Publicizing Awards

Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any news release or commercial advertising without first obtaining explicit written consent to do so from the Contracting Officer. The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or service.

H.7 MCC52.243-70 Increase In Services (OCT 2006) The services described in Sections B and C (statement of work) represent the Government’s best estimate for known requirements at this time. However, due to the uncertainty of the work, the Government reserves the right to add or delete services if the need arises.

(End of clause)

H.8 MCC 52.242-70 Contractor Performance System (CPS) Registration (FEB 2006)

The Millennium Challenge Corporation (MCC) is using the National Institutes of Health (NIH) Contractor Performance System (CPS) to evaluate contractor performance (see FAR, Subparts 42.1502 and 42.1503). Contractors doing business with MCC are required to register in the NIH CPS accessible via the Internet at: https://cpscontractor.nih.gov. An evaluation of contractor performance using the NIH CPS is mandatory for all contract actions exceeding $100,000. Inquiries regarding the registration process should be addressed to the NIH CPS help desk. The email address is cps-support-l@list.nih.gov and the telephone number is (301) 451-2771.

(End of clause) H.9 Exercise of Options

This contract contains a one (1) year base period and four (4) one-year options.

The Government may extend the term of the contract by exercising one or more of these options prior to the effective dates of the options, provided that the Government shall give the contractor written notice of its intent at least 30 days before the contract expires. The written notice does not commit the Government to an extension of the contract.

If the Government exercises one or more options, the extended contract shall be considered to include this option provision. The Government has the right to unilaterally exercise the option specified in the Schedule Option Items at the prices established in Section B. Options may be unilaterally exercised prior to the expiration date of the contract, for a period of 12 months provided sufficient funding is available.

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 Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://acquisition.gov/far/loadmainre.html www.gsa.gov I.2 52.212-4 Contract Terms and Conditions—Commercial Items (Mar 2009) ALT I

Clauses incorporated in full text:

I.3 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (June 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009)(Pub. L.111-5).

__ (5) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (7) [Reserved] _X_ (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (9)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (10) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (11)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (12) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (13) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (15) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (16) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

__ (18) 52.219-28, Post Award Small Business Program Representation (Apr 2009) (15 U.S.C. 632(a)(2)).

_X_ (19) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (21) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (22) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

__ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

__ (24) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

__ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

__ (26) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

__ (27) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (28)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (29) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (30)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (31) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

__ (32)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (June 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (33) 52.225-5, Trade Agreements (JUNE 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (34) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (35) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (36) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (37) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (38) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X (39) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (40) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (41) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

X (42) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (43)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

__ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

__ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(vii) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause) I.4 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of the contract expiration date. (End of clause) I.5 52.219-14 Limitations on Subcontracting (Dec 1996)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees. (End of clause) I-6 52.204-9 Personal Identity Verification of Contractor Personnel (Sept 2007)

(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 insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. (End of clause)

I-7 MCC52.204-71 Security Requirements for Contractor Personnel (Mar 2006) Contractor employees and/or subcontractor personnel, while on MCC premises, shall be subject to and abide by all safety and security regulations of the MCC and shall be required to meet the same personnel security background requirements as MCC employees as outlined in MCC policies and procedures.

A. Contractor Personnel Facility Access Requirements (including offsite MCCNet access) Contractor personnel hired to work under contracts awarded by Millennium Challenge Corporation (MCC) and require access to MCC Headquarters, MCCNet, Sensitive But Unclassified (SBU), Foreign Government Information (FGI) or other MCC-Sensitive information must be U.S. citizens or have permanent resident status. Contractor personnel will undergo screening (background investigation) for this access. The screening will determine the individual’s suitability and fitness for work under MCC contracts. The background investigation will consist of a National Agency Checks with Law and Credit (NACLC) for public trust positions. Permanent Residents must have been in the country for a sufficient amount of time for the investigation results to be meaningful, usually five (5) but a minimum of two (2) years.

Contractor is required to have all effected personnel execute appropriate security forms (SF 85P, Fingerprint Charts, Releases) and submit to MCC’s Security Office before access to the facility or MCCNet is approved. Contractor personnel may work under the contract while the background investigation is being conducted. MCC Security Office will provide the necessary forms to the contractor. (Also see “Contract Award” below.)

Contractor personnel for whom unfavorable or derogatory information has been developed during the background investigation process will be presented to the person by MCC’s Security Office and offered an opportunity to refute, explain, clarify or mitigate the information in question. If an ineligibility determination is made by MCC’s Security Office, the individual will be ineligible to further render services under the contract and access to the facility and/or MCCNet will be immediately terminated.

The ineligibility decision will be communicated by the MCC Security Office through the contracting officer and COTR to the contractor. The specific reasons for the ineligibility determination will be made available only to the effected individual directly by the MCC’s Security Office.

MCC will honor a previous investigation meeting or exceeding the MCC required investigation standard (NACLC) that was completed within the previous two years. Contractor personnel may be required to submit updated security forms.

B. Contract Employees Not Requiring Facility, MCCNet, or Sensitive Information Access Contractor personnel hired to work under contracts awarded by Millennium Challenge Corporation (MCC) and do not require access to MCC Headquarters, are preferred to be U.S. citizens or have permanent resident status. Employment of any foreign national working within the United States must have been lawfully admitted into the United States in accordance with immigration laws with eligibility to work within the United States. Employment of foreign national by MCC outside of the United States is subject to applicable security and legal requirements established by the Chief of Mission, United States Department of State, and United States Department of Treasury.

The contractor must provide to MCC’s Security Office the full name, date of birth, place of birth, social security number…