Attachment_to_PSC_Contract.pdf

SECTION B

PRICES

B.1 PRICES

The contractor shall be paid at the following hourly labor rate: $TBD

B.2 LABOR-HOUR CONTRACTS

This is a labor-hour contract with an established hourly rate. OPIC shall be invoiced bi-weekly for only the actual hours worked. The Contractor shall never exceed the not-to-exceed dollar amounts established under this contract. Further, the Contractor shall notify the Contracting Officer when the costs the Contractor expects to incur under this contract, when added to all costs previously incurred, will exceed 85% (see Section G.10) of the estimated cost specified in the contract.

SECTION C

PERFORMANCE WORK STATEMENT

C.1 INTRODUCTION

This position is located in the Department of Portfolio and Financial Management (DPFM), Office of Budget and Resource Planning. The DPFM is responsible for OPIC's accounting and budgeting, receipts and disbursements of funds, asset management, management of accounting and financial information systems, finance and insurance program portfolio management and other financial management services.

The Office of Budget and Resource Planning is responsible for the full life cycle of OPIC's budget resources: ranging from formulation, request through 0MB to Congress, appropriation, apportionment, execution and reporting.

The Senior Budget & Program Analyst will report directly to the Managing Director of the Budget and Resource Planning. Subject-matter experts within OPIC or at U.S. missions overseas may provide technical feedback directly to the senior Budget Analyst, who is expected to provide authoritative guidance to OPIC Program Office staff on their budgets and on financial management requirements for all of OPIC’s Overseas offices.

C.2 MAJOR DUTIES AND RESPONSIBILITIES

The Senior Budget Analyst will advise and assist senior program and budget staff at U.S. missions overseas in administering OPIC foreign assistance activities by:

• Identifying and implementing steps necessary to fund and establish new positions in support of OPIC under NSDD-38 requirements.

• Developing and writing Standard Operating Procedures (SOP) for processing transactions and reconciling billing for OPIC expenses and activities under ICASS and IAAs (Interagency Agreements).

• Implementing best practices for managing ICASS invoice payments and reconciling Department of State financial data against OPIC financial records.

• Tracking OPIC expenditures by proper appropriation and allotments.

• Analyzing and evaluating changes in OPIC operations, program plans and funding and their effect on the Client’s appropriation and allotment.

• Developing effective reports by gathering, extracting, reviewing, monitoring, verifying, and consolidating a variety of information and financial data for use by various customers at specific posts and in OPIC Washington.

• Preparing presentations of OPIC budget and program data by country and post in related budgetary forms, data sources, schedules, and reports

• Customizing Status of Funds reports for Agency heads, Chiefs of Mission, program staff, and financial managers and Senior staff in Budget, Structure Finance and front Office

• Developing and monitoring performance under IAAs and OPIC funding.

• Performing reviews and variance analysis of current estimates of funding needs by line item with prior year expenditures and bringing significant variations to the attention of appropriate OPIC personnel.

• Provide Foreign affairs guidance in managing oversees Logistical details including hiring, firing of oversees local staff, Allowances, Medical, ICASS and Capital Cost sharing Issues.

• Work with Senior OPIC personnel in Program and Management in negotiating logistical management requirements with U.S. Missions Oversees and in Regional and Functional Offices in the Department OF State.

Guidelines Guidelines and policies are scarce; are very general in nature; pertain only to routine issues and matters;

are stated in terms of goals to be accomplished rather than the approach to be taken; and present a number of principles and standards any one of which may reasonably apply to the broad subject matter.

Documentation of work done in earlier assignments is not available or is not applicable because of changes in subject matter, objectives, or emphasis. Some examples of such guidelines are OMB circulars, directives, and regulations; Treasury Department regulations; judicial decisions; Comptroller General Decisions. The incumbent must routinely must develop specific objectives and devise new methods, techniques, and criteria pertaining to such matters as: identifying trends and patterns; acquiring information and analyzing data; modifying systems to accept new kinds of data etc.

Complexity Work consists of performing varied duties that require resolving particularly difficult and complex problems in highly responsible circumstances. Work involves such functions as problem definition, intensive planning, coordination of many activities, and comprehensive analysis of a great variety of functions and operations.

The employee is engaged in a wide variety of activities, including: advising a number of directors and preparing a number of regular and recurring special purpose reports; working with a variety of accounting systems or environments where there is significant interface with automated management systems etc.

The work requires the employee to be innovative and adept at conceiving new strategies for solving problems; and make decisions that are complicated by the presence of these types of issues, conditions, and matters: the diversity of systems that must be integrated into a single system; the need to interpret administration policies and legislation covering highly sensitive programs; the number and variability of administrative support and specialized functional programs serviced; the extreme diversity of functional programs and operations and their related accounting and control systems; the conflicting requirements inherent in balancing cost against requirements when addressing major agency programs having numerous goals or end products etc.

Scope and Effect The purpose of the work is to facilitate the execution of long-range (i.e., 3 to 5 years or longer) detailed budget forecasts and planning to fund the implementation of substantive agency programs and projects.

Establishing financial and budgetary goals, timetables, milestones, and other criteria against which the relative costs and benefits of program achievements can be measured. Assesses cost-effectiveness in meeting OPIC's program goals. The work involves the outcome of budgets, programs, and interests of economies.

Personal Contacts/Purpose of Contacts Contacts are with high-level OPIC managers and officials of other agencies. Contacts with top OPIC managers is for the purpose of advising them of the current status of OPIC funding.

Physical Demands Most work is performed in an office. A moderate amount of standing and walking is required in getting to and from meeting places away from the worksite.

Work Environment Work is performed in a typical office setting.

C.3 SUPERVISION RECEIVED

The supervisor outlines overall objectives and available resources. The incumbent and supervisor, in consultation, discuss timeframes, scope of assignments, including possible strategies and approaches. The incumbent plans and carries out assignments, advises OPIC administrative staff and managers concerning the budget process, resolves most of the problems that arise, coordinates the work of other OPIC staff, interpreting policy and regulatory requirements, and providing recommendations for improvements to meet project objectives. The employee keeps the supervisor informed of progress and of potentially controversial matters.

The supervisor reviews completed work for soundness of overall approach, effectiveness in meeting requirements and program objectives.

C.4 GOVERNMENT FURNISHED PROPERTY/EQUIPMENT

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

C.5 OTHER REQUIREMENTS

The contractor must have U.S. Citizenship and have the ability to obtain a Public Trust clearance.

SECTION D

PACKAGING AND LABELING

[RESERVED]

SECTION E

INSPECTION AND ACCEPTANCE

[RESERVED]

SECTION F

PERFORMANCE

F.1 TERM OF PERFORMANCE

The term of the contract will be for one year with options to extend for no more than three years for a total contract period not to exceed four years. Option exercise will be based on the office needs and funds availability.

F.2 PAYMENT OF SERVICES

No payment shall be made for days on which work is not performed under the contract.

In accordance with the Office of Personnel Management (OPM), a part-time permanent employee has a career or career-conditional appointment (or a permanent appointment in the excepted service), works between 16 and 32 hours each week (or between 32 and 64 hours a pay period) on a prearranged schedule, and is eligible for fringe benefits. In accordance with OPM policy if hours worked is between 16-32 hours/week, then the following benefits are pro-rated: holiday pay, health insurance coverage and gym membership. In accordance with OPM policy, if hours worked is below 16 hours/week, holiday pay, health insurance coverage and gym membership is not covered. For example, if hours worked is 16 hours per week, the employee can bill 40% of the 8 hours of leave for a holiday such as 16/40= 40%.

F.3 FEDERAL HOLIDAYS AND OTHER DAYS CLOSED

PSCs may be entitled to a holiday when OPIC is closed. See Section F.2 Payment of Services.

F.4 OVERTIME PAY FOR WORK BEYOND AN 8 HOUR DAY/40 HOUR WEEK

The Contractor will be treated similarly to regular employees of the same or similar status in regard to overtime pay but does not qualify under the law authorizing compensatory time off.

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 FAR 52.232-3 – PAYMENT UNDER PERSONAL SERVICE CONTRACTS (APR 1984)

The Government shall pay the Contractor for the services performed by the Contractor, as set forth in the Schedule of this contract, at the rates prescribed, upon the submission by the Contractor of proper invoices or time statements to the office or officer designated and at the time provided for in this contract. The Government shall also pay the Contractor—

(a) A per diem rate in lieu of subsistence for each day the Contractor is in a travel status away from home or regular place of employment in accordance with Federal Travel Regulations (41 CFR 101-7) as authorized in appropriate Travel Orders; and

(b) Any other transportation expenses if provided for in the Schedule.

G.2 CONTRACT ADMINISTRATION DATA

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

G.3 CONTRACTING OFFICER

The Contracting Officer (CO) will perform all contract administration. The CO is the only person with the authority to act as an agent of the U.S. Government under this contract and is the only person authorized to make or approve any changes in any of the requirements of this contract.

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

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

The Contracting Officer’s contact information is:

Emily McLaughlin U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, DC 20527 Phone: 202-336-8549 E-mail: emily.mclaughlin@opic.gov mailto:emily.mclaughlin@opic.gov

G.4 GOVERNMENT PROJECT OFFICER – (CONTRACTING OFFICER

REPRESENTATIVE)

TBD is designated as Government Project Officer and shall have supervisory responsibility over the Contractor. No representation of the Government Project Officer shall serve as a basis for an alteration in the general scope of this contract nor in the terms and conditions unless confirmed in writing by the Contracting Officer. The contract must be modified in writing by the Contracting Officer in the event of a change in the contract. The Contractor must communicate with the Contracting Officer on all matters pertaining to the contract terms. Proceeding with work without proper contractual coverage could result in non-payment for that work.

G.5 INVOICES

Contractor shall submit invoices to the Government Project Officer for hours worked on a bi-weekly basis. See “Section G.7 – BENEFITS” for supplements to the Contractor's hourly rate (base pay). These supplements will be included on each invoice, as appropriate.

G.6 FAR 52.249-12 – TERMINATION (PERSONAL SERVICES) (APR 1984)

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

G.7 BENEFITS

A full list of the Contractor's benefits, including supplements to the Contractor's hourly rate, bonus and pay raises, are set forth in Section J, Attachment 1.

G.8 COST OF LIVING ADJUSTMENTS

The Contractor shall receive cost of living adjustments in pay at the time and the percentage applicable to regular Federal employees. No cost of living adjustment shall be paid if none is received by regular Federal employees.

G.9 CONTRACT FUNDING

This contract is funded in the amount of $TBD under funding line obligation 0001. Funding is expected to last an TBD. The anticipated total amount for the base period of performance is $TBD. Contract funding is subject to the availability of funds.

G.10 LIMITATION OF GOVERNMENT LIABILITY

(a) The current amount of funds obligated on this contract - $TBD - represents the Government’s limit of liability to the contractor. The Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of this contract for the Government’s convenience, approximates the total amount currently allotted to the contract. The Contractor is not authorized to continue work on this contract beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract regardless of anything to the contrary in the clause entitled “Termination for Convenience of the Government.” As used in this clause, the total amount payable by the Government in the event of termination of this task order for convenience includes costs, profit, and estimated termination settlement costs for this task order.

(b) The Contractor will notify the Contracting Officer in writing at least 45 days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the task order. The notification will state the estimated date when that point will be reached.

SECTION H

SECURITY REQUIREMENTS

H.1 CONFIDENTIALITY AGREEMENT

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

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. 552a, 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 individual, institution or organization.

D. Whenever the Contractor is uncertain with regard to 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.2 FEDERAL LAWS

The Contractor is subject to all laws, rules and regulations governing the behavior of regular Federal employees, including, without limitation, the Anti-Deficiency Act and the laws and regulations governing the ethical conduct of employees of the Federal Government. However, the Contractor does not qualify as an employee for purposes of programs administered by the Federal Office of Personnel Management (for example, health and life insurance, retirement, etc). All laws and amendments to laws enacted after the date of this contract, which are applicable to the Contractor, shall be incorporated herein by law without need to amend the contract. Nothing in this clause shall give the Contractor rights which the Contractor is not otherwise entitled to under law.

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 Overseas Private Investment Corporation 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 SECURITY CLEARANCE

The selected candidate must be able to obtain a Public Trust clearance.

H.5 SECURITY REQUIREMENTS

CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

**SPECIAL NOTICE** Contractor Orientation takes place on Mondays only. It is the CORs responsibility to coordinate with the OPIC Administrative & Security staff and work with the Contractor to ensure that all contractor personnel are sent through orientation.

A. Clearance Requirements for Contractor Personnel:

1. Authority: Because Contractor personnel may have access under this contract to sensitive agency data and computer equipment subject to strict security controls, and/or may have access to a Federal facility/building, the clearance procedures set forth in this section are necessary and shall be used to determine the suitability of such individuals for such purposes, under the following authorities: the Federal Information Security Management Act, Title III of Pub. L. No. 107-347, which requires agencies to develop security plans for the operation of Federal computer systems that contain systems that contain sensitive information, and NIST Publication SP 800-4 (1992) (Computer Security Considerations in Federal Procurements); the Privacy Act, 5 U.S.C. 552a, which requires agencies to establish procedures and safeguards to protect agency systems of records pertaining to individual; and Office of Personnel Management (OPM) regulations, relating to background investigations of contractor personnel, 5 C.F.R. Part 736. Contractor badging occurs every Wednesday.

Contractor employees may begin work on any day of the week, as directed by the COR, but will not have access to information technology (e.g., username and password) until processed through the Security Office.

2. Applicability: The procedures in this section shall apply to all individuals fulfilling any of the requirements set forth in this contract.

B. Procedures:

The COR shall provide each such individual with a copy of the procedures set in this section before or at the time that such individual applies for clearance.

1. Fingerprinting and Forms submission: Each individual employed or otherwise retained by the

Contractor to perform work under this contract shall be fingerprinted at the OPIC's Security Office, and shall also submit to the Contracting Officer's Representative (“COR”) one completed Optional Form (“OF”) 306 (“Declaration for Federal Employment,” answer Questions 1,7-12, 15, and 16a only). The Contractor shall be responsible for all costs associated with completing the forms required by the OPIC's Security Office. Completed forms shall be submitted to the COR, without alteration or changes to said forms, at least 10 working days before the individual may begin work or be given access to any agency records, data, or information in connection with this contract.

2. Additional Forms: In addition to the above forms, individuals employed or retained by the

Contractor to fulfill contract positions or duties for 180 days or more, and any individual designated to fulfill certain sensitive contract positions or duties as determined by the OPIC’s Security Officer, shall be required to submit to the COR, one SF85 or SF85P (and any additional investigative forms) based on a risk determination by the OPIC Security Officer that shall take into account the sensitivity level of the contract position or duties assigned to the individual, the individual’s access, if any, to nonpublic or confidential information, and any other relevant considerations. The individual must submit these additional forms to the COR at least 5 working days before such individual is scheduled to start work or to obtain access to agency records, data, or information under the contract.

3. Background investigations: The OPIC Security Office shall screen all forms for any adverse or derogatory information, as denoted, for example, by a “yes” to questions 8-12, by additional information in Block 15 on the OF306, or by information on any additional forms that may be required, as discussed above. If the individual has any adverse or derogatory information, the OPIC shall conduct a background investigation before s/he is permitted to begin work or be given access to agency records, data, or information under this contract.

The background investigation may be conducted in cooperation with or with the assistance of other relevant government agencies or entities, including, but not limited to, OPM, including referral to appropriate law enforcement authorities in the event of material falsification or other evidence of unlawful conduct. To the extent agency records pertaining to these background investigations are subject to the Privacy Act, such records shall be maintained and used in accordance with the applicable Privacy Act system notice(s) pertaining to the agency’s personnel background investigations. (Note: Neither the maintenance of such records in the above-described system(s), nor the fact that this contract requires individuals to complete certain forms or submit to background investigations that may also apply to OPIC employees, shall be deemed to render such an individual a Government or OPIC employee in any manner).

If, as a result of a background investigation, significant adverse or derogatory information is found that may result in an unsuitability determination, the OPIC Security Officer shall notify the COR and the relevant individual. The individual will be notified in writing (Statement of Reasons) of the derogatory information and shall have 30 days to respond or dispute the results of the investigation. If the OPIC Security Officer, after receiving the individual’s response, still determines that the individual is unsuitable to fulfill the contract position or duties in question, the individual will be notified in writing of that final determination and disqualification.

4. Suitability Determinations: The Government shall have and exercise full and complete control over these suitability determinations. The Government may, as it deems appropriate, authorize and grant temporary access and/or interim clearance to employees of the Contractor. However, the granting of temporary access and/or interim clearance to any such individual shall not be considered as assurance that a fully favorable suitability determination will follow as a result or condition thereof, and the granting of either temporary access and/or interim clearance shall in no way prevent, preclude or bar the withdrawal or termination of any such access or clearance by the Government. Failure of an individual to follow the required procedures by this contract may result in suspension/termination of such individual’s OPIC clearance/access.

5. A minimum of ten business days prior to the arrival of the contracted staff to the work site the contractor shall provide the following information to the Overseas Private Investment Corporation for each staff member:

• Full legal name

• Current address

• Gender

• Social security number

• Date of birth

• Place of Birth

• Country of Citizenship

• Height

• Weight

• Eye Color

• Race

6. In accordance with Executive Order 12989, as amended on June 9, 2008, and Federal

Acquisition Circular 05-29, it is the contractor’s responsibility to verify their employee’s legal any, that a breach occurs. Special attention should be paid to OMB Memorandum 06-19 (July 12, 2006), particularly the extremely urgent reporting time frames included therein for certain breaches, as well as to any other subsequent laws, regulations, or policy governing data breaches that may arise during the performance of the contract. The Information System Security Plan required elsewhere in this document shall include policies and procedures necessary to ensure the timely detection of and reporting to the OPIC of data breaches, as well as safeguards to prevent and mitigate the risk of, as well as to remedy, such breaches, if any.

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

H.6 IDENTIFICATION BUILDING PASS

The Contractor will be given an OPIC identification/building pass and the necessary keys at the time of entry on duty. The Contractor shall return the pass keys when this contract is completed or otherwise terminated.

SECTION I

CONTRACT CLAUSES

I.1 FAR 52.202-1 – DEFINITIONS (NOV 2013)

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

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

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

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

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

I.2 FAR 52.203-3 – GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative—

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) of this clause, the Government is entitled—

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This paragraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

I.3 FAR 52.203-5 – COVENANT AGAINST CONTINGENT FEES (MAY 2014)

(a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

(b) “Bona fide agency,” as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

“Bona fide employee,” as used in this clause, means a person, employed by a contractor and subject to the contractor’s supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

“Contingent fee,” as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

“Improper influence,” as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

I.4 FAR 52.203-7 – ANTI-KICKBACK PROCEDURES (MAY 2014)

(a) Definitions.

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%202_1.html#wp1145508 https://www.acquisition.gov/sites/default/files/current/far/html/FARTOCP31.html#wp253693

“Kickback,” as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contractor in connection with a subcontract relating to a prime contract.

“Person,” as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

“Prime contract,” as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

“Prime Contractor” as used in this clause, means a person who has entered into a prime contract with the United States.

“Prime Contractor employee,” as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

“Subcontract,” as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

“Subcontractor,” as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

“Subcontractor employee,” as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from—

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c)(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation.

Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract which exceed $150,000.

I.5 FAR 52.203-10 – PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (MAY 2014)

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of http://uscode.house.gov/ this clause if the head of the contracting activity or designee determines that there was a violation of 41 U.S.C. 2102 or 2103, as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be—

(1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

(2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or “fee floor” specified in the contract;

(3) For cost-plus-award-fee contracts—

(i) The base fee established in the contract at the time of contract award;

(ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point.

(4) For fixed-price-incentive contracts, the Government may—

(i) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

(5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor’s price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the statute by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

I.6 FAR 52.204-13 – SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

(a) Definitions. As used in this clause— “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and

Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal contractors.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the

DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

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

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

(4) The Government has marked the record “Active”.

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

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

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

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

(b) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(c) (1)

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

(A) Change the name in the SAM database;

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

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting

Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

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

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the DUNS number is maintained with Dun & Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted

(i) Via the internet at http://fedgov.dnb.com/webform or if the contractor does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office.

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

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I.7 FAR 52.204-14 – SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

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

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

(c) The Contractor shall report the following information:

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

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

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

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

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

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

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

(i) Subcontract number (including subcontractor name and DUNS number); and

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

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

I.8 FAR 52.215-2 – AUDITS AND RECORDS-NEGOTIATIONS (OCT 2010)

(a) As used in this clause, “records” includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive, time-and-materials, labor-hour, or price redeterminable contract, or any combination of these, the Contractor shall maintain and the Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right to examine and audit all records and other evidence sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this contract. This right of examination shall include inspection at all reasonable times of the Contractor’s plants, or parts of them, engaged in performing the contract.

(c) Certified cost or pricing data. If the Contractor has been required to submit certified cost or pricing data in connection with any pricing action relating to this contract, the Contracting Officer, or an authorized representative of the Contracting Officer, in order to evaluate the accuracy, completeness, and currency of the certified cost or pricing data, shall have the right to examine and audit all of the Contractor’s records, including computations and projections, related to—

(1) The proposal for the contract, subcontract, or modification;

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(2) The discussions conducted on the proposal(s), including those related to negotiating;

(3) Pricing of the contract, subcontract, or modification; or

(4) Performance of the contract, subcontract or modification.

(d) Comptroller General.—

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