RFP-ADF-FOP-16-0029.pdf

April 20, 2016

SUBJECT: UNITED STATES AFRICAN DEVELOPMENT FOUNDATION (USADF)

COUNTRY PROGRAM COORDINATOR (CPC) POSITION FOR MALI

Dear Potential Applicants, The Bureau of the Fiscal Service, on behalf of the United States African Development Foundation (USADF), is seeking applications from qualified Malian citizens living in Mali to provide services as a Country Program Coordinator (CPC) in Bamako, Mali under a Personal Services Contract (PSC), as described in the following solicitation: RFP-ADF-FOP-16-0029. This document describes the job of the Mali CPC. Please read it carefully.

This contract will be awarded for a Base Period of one (1) year and four (4), one (1) year Option Periods in accordance with the following Statement of Work (SOW) and Contract Terms and Conditions. Option periods are not guaranteed and will be exercised at the discretion of USADF based on the CPC’s performance.

The applicant assumes full responsibility for ensuring that their responses are received at the place as delineated herein and by the date and time identified above. The Respondent assumes full responsibility for ensuring electronic submissions are formatted in accordance with Security Requirements. The following file extensions are unacceptable: BAT; CMD; EXE; PIF; RAR; SCR; VBS; HTA; AND CPL FILES. Microsoft Office compatible documents and Adobe PDF are acceptable. Submitted materials with unacceptable or unreadable formats may be found non-responsive

Applications shall be e-mailed to purchasing@fiscal.treasury.gov, with the subject line “Applications for RFP-ADF-FOP-16-0029 Mali CPC, attention JNYQUIST/TAYERS” and received on or before 11:59 pm E.T., May 4, 2016. Late or incomplete applications will not be considered. Although this request for applications is being posted in the Mali field office, only complete applications submitted to the e-mail address above will be considered

A complete application shall include the following seven (7) items:

1. In submitting your response by email, the subject line must reference: Applications for RFP- ADF-FOP-16-0029 Mali CPC, attention JNYQUIST/TAYERS.

2. Provide a Cover Letter in English that demonstrates the applicant’s capability to perform each of the required work responsibilities identified in Section 2.0 of the statement of work.

3. Provide a resume or Curriculum Vitae (CV) that demonstrates the applicant has the required qualifications identified in Section 3.0 of the statement of work. Furthermore,

a. The resume or CV must be written in English

b. Write “RFP-ADF-FOP-16-0029 Mali CPC” on the front page of the resume or CV.

c. Applicant should hand sign the last page of the resume or CV.

4. A list of three (3) references with contact information (telephone number and if available, email).

5. A copy of applicant's educational diploma.

6. A copy of applicant’s identification card with photograph (driver’s license, national identification card, or passport acceptable).

7. Provide applicant’s salary history for last three jobs.

Thank you for your interest in USADF. We look forward to reviewing your application.

Taten J. Ayers Contracting Officer Fiscal Service/OAS/DPS

RFP-ADF-FOP-16-0029

INSTRUCTIONS TO APPLICANTS

1.0 Capability to Perform - Applicants shall provide a Cover Letter that clearly and sufficiently addresses in written form their capabilities to perform each of the work responsibilities identified in Section 2.0 of the Statement of Work (pages 4 herein).

2.0. Qualifications: Applicants shall provide clear and sufficient evidence in written form to support that they have the following qualifications as identified in Section 3.0 of the Statement of Work (page 5 herein) and below (resume or CV, certificates):

2.1 REQUIRED MINIMUM QUALIFICATIONS

1. A bachelor’s degree from an accredited university in agriculture, business administration, management, public administration, finance, accounting, community development, economics, or a related field

2. High level of motivation, personal commitment, and ethical standards.

3. Fluency in French and spoken and written English.

4. High level of fluency at least one major national language.

5. Willingness to travel extensively throughout Mali.

6. Demonstrated ability to operate independently in high visibility, high-pressure environments and operate in a complex office environment, emergency and/or political crisis situations with minimal supervision;

7. Knowledge of grant management or commercial/micro-lending;

8. Experience working with marginalized groups and/or community-based enterprises.

9. Experience managing client relationships, especially in a grants management, banking, business development, or international development context.

10. Experience with or education related to financial management/accounting

11. Experience auditing, monitoring, or evaluating international development programs.

12. Five years of professional experience in business development, finance, banking, auditing, monitoring and evaluation, and/or management of international development programs

2.2 PREFERRED QUALIFICATIONS, BUT NOT REQUIRED:

1. Knowledge of community needs assessment, mobilization, community enterprises participatory development, and/or monitoring the implementation of an assistance activity under a grant or cooperative agreement.

3.0. Past Performance

Applicants shall provide a list of three (3) professional references with contact information (telephone and if available, email).

4.0. Salary History

Applicants shall provide salary history for last three positions.

APPLICANT EVALUATION PROCESS/AWARD DETERMINATION

APPLICANT EVALUATION PROCESS

The Government will evaluate Applications following these four (4) phases:

Phase I - Complete Application: The Government will evaluate each application to ensure that it includes the following items as attachments to their email:

1. In submitting your response by email, the subject line must reference: Applications for RFP- ADF-FOP-16-0029 Mali CPC, attention JNYQUIST/TAYERS.

2. Provide a Cover Letter in English that demonstrates the applicant’s capability to perform each of the required work responsibilities identified in Section 2.0 of the statement of work.

3. Provide a resume or Curriculum Vitae (CV) that demonstrates the applicant’s has the required qualifications identified in Section 3.0 of the statement of work. Furthermore,

a. The resume or CV must be written in English

b. Write “RFP-ADF-FOP-16-0029 Mali CPC” on the front page of the resume or CV.

c. Applicant should hand sign the last page of the resume or CV.

4. A list of three (3) references with contact information (telephone number and if available, email).

5. A copy of applicant's educational diploma.

6. A copy of applicant’s identification card with photograph (driver’s license, national identification card, or passport acceptable).

7. Provide applicant’s salary history for last three jobs.

Applicants that meet the requirements listed above will move onto Phase II for further consideration.

Phase II – Initial Review of Capabilities to Perform & Qualifications: Applications will be evaluated based on the degree in which they provided clear and sufficient information in written form their capabilities to perform and qualifications, as requested in Sections 1.0 & 2.0 above in the instructions to applicants.

Applicants (maximum of 5) with the highest initial review score will move onto Phase III for further consideration.

Phase III - Interview - Applicants will be evaluated based on the degree in which they articulate in the interview their capabilities, qualifications, communication skills, and experience relative to performing the work. The interview may take place at the USADF field office or by telephone/video conference (e.g., Skype):

Bamako, Mali USADF Office Badalabougou SEMA II, Rue 109 Porte 350, Immeuble ancien ministère de la Promotion de la Femme de l’Enfant et de la Famille, Bamako, Mali

Applicants (maximum 2) who receive the highest interview score will move onto Phase IV for further consideration.

Phase IV: Past Performance: The Government will conduct their due diligence to contact all references provided by the Applicants being considered for award. However, time will dictate the number of contacts actually made. At a minimum, 1 direct past performance contact will be made for all Applicants considered for award.

An Applicant must not receive or have any negative past performance responses to receive further consideration for contract award.

The Government reserves the right to clarify certain aspects of Applicants’ application to clear up details relative to Phase 2 if necessary at the Government’s discretion. The Government also reserves the right to hold discussions with the Applicants included in Phase V prior to making a final award decision.

AWARD DETERMINATION

An offer for award will be made to the applicant receiving the highest score in Phase IV, considering references and availability. If the offer is not accepted, the Government reserves the right to move on to and make an offer to the next preferred applicant without further discussion.

The actual salary of the successful candidate will be negotiated within the maximum gross salary amount for the base year depending on:

• capabilities to perform,

• qualifications,

• educational background

• experience, and

• salary and work history.

The Contractor shall obtain a satisfactory background clearance through the United States Embassy within ninety (90) days of the effective date of the contract. This background check will be initiated and costs assumed by USADF. If the initial awardee does not pass the background clearance, then the Government reserves the right to offer the position to the next preferred applicant.

STATEMENT OF WORK (SOW)

JOB DESCRIPTION MALI COUNTRY PROGRAM COORDINATOR (CPC)

1.0 GENERAL FUNCTION OF POSITION

The United States African Development Foundation (USADF) is an agency of the United States Government. USADF provides grant funding to private businesses, farmers’ cooperatives, associations, and community-based organizations, especially those serving marginalized peoples engaged in economic and social development activities.

The Foundation began its funding activities in Mali in 1986. USADF’s office in Bamako provides on-going support to projects that have been financed and also continues to identify viable local community development and small and medium-sized enterprises that show potential to create employment opportunities, generate incomes and have broad social impact beyond the project activity.

The role of the Country Program Coordinator (CPC) is to assist USADF to fulfill its administrative oversight and program management responsibilities of grant agreements in Africa.

The CPC reports to the USADF Regional Program Director (RD). The CPC manages the Mali Field Office staff, which includes an Administrative Assistant.

2.0 SUMMARY OF WORK RESPONSIBILITIES

The CPC shall perform the following:

Project Identification and Screening (30%): The CPC shall support and document the receipt of grant applications, conduct the initial screening and sorting of applications, and present candidate applications to the Regional Program Director (RD). In accordance with RD instructions, the CPC conducts site visits and prepares site visit reports of select applications. The CPC is responsible for maintaining correspondence with all applicants on the status of grant applications. Under the direction of the RD the CPC shall orient the grantee to the USADF grant agreement. The CPC may also be asked to conduct outreach activities to publicize USADF’s country program and encourage groups to apply.

Monitoring (40%): The CPC shall use site visits to gather observations and grantee feedback and report to the RD on 1) the quality of the financial management systems implemented by the grantee, including any potential for waste, fraud, or abuse of grant funds; and 2) the effectiveness of the in-country partner’s support of grantees. The CPC shall conduct at least one site visit to every grantee at least once every two years, or as determined by an annual monitoring plan established with the RD. The annual monitoring plan shall ensure that all grantees receive a site visit at least once per year from the CPC, the RD, or other USADF/Washington program staff.

The CPC shall provide a site visit report for each grantee site visit, as well as monthly CPC reports and bi-annual assessments of the partner’s performance. In special cases the site visit may also include remediation activities as directed by the RD. The CPC is expected to be familiar with the status of grantees by reviewing grantee quarterly reports and grantee disbursement requests on a timely basis.

Close-Out (15%): The CPC shall conduct final financial reconciliations, draft grant programmatic close-out reports, and provide other services in support of grant close-out activities and grant audit follow up activities as directed by the RD.

Management & Coordination (15%): The CPC shall manage the Country Field Office. This includes managing the use of funds and maintaining accurate financial records, performing monthly bank reconciliations of the Field Office bank account, submitting monthly financial and activity reports, and ensuring the proper use and maintenance of USADF assets. The CPC is responsible for the supervision of support staff. The CPC shall assist in the coordination of USADF related visits and events associated with USADF/W staff. The CPC shall also, on a limited basis, interface with outside stakeholders on behalf of USADF as directed by the RD.

3.0 SALARY AND BENEFITS

A salary will be fixed and paid monthly in U.S. Dollars. The Base Period gross annual salary will not exceed USD 36,480.

The base compensation may be increased annually at the time the option is exercised based on:

(1) availability of funds; (2) cost of living increases per an index of annual inflation; and/or (3) employee’s annual performance appraisal. Contractor may be eligible to receive an annual performance award based on a performance rating of outstanding or meritorious. The amount of award shall be governed by USADF policy on payment of bonuses to personal services contractors. USADF shall pay any such bonus earned in a lump sum.

Relocation and travel costs will not be paid for or reimbursed to the Contractor. Compensatory and overtime shall be performed only with prior approval from the Contractor’s supervisor.

The following benefits and allowances are provided:

• Annual & Sick Leave - Two (2) days of annual leave are provided per month, and sick leave will accrue in accordance with Mali Law.

• Contribution toward Health Insurance can be paid for a policy premium based on invoice from medical provider. The maximum amount provided for medical costs cannot exceed 80% of the cost shown from invoice submitted to USADF, up to USD 1,200 annually.

USADF will either make a direct payment for the purchase of health insurance policy upon receipt of proper invoice for the cost of the insurance premium OR 80% reimbursement of approved individual health-related expenditures for the contractor or members of his household, paid based on receipts/proof of purchase, and shall not exceed the contracted amount per period executed under the contract. This includes the medical expenses of spouse and recognized dependent children under the age of 21 with whom the employee is living. This age limit may be raised to 25 for those showing evidence of pursuing University studies.

If reimbursement of the employee’s chosen health insurance premium for 12 months is less than the annual benefit amount, the employee may receive reimbursement for other medical expenses at 80% of the cost shown on actual receipts submitted to USADF.

• Employer’s Required Social Security Contribution

Local Taxes: The Personal Services Contractor is required to provide payment of relevant taxes in the host country per local laws and regulations. USADF withholds and the local office makes a monthly payment to the Mali Revenue Authority to be sure that taxes are paid. This procedure is also applied to Social Security. If the Contractor holds dual citizenship with the United States, USADF shall withhold the required amount(s) and make payments to the proper authorities on behalf of the Contractor. USADF shall report the Contractor’s income to the Internal Revenue Service and shall issue a W-2 to the contractor at the appropriate time.

Performance Award: Based on the employee’s annual performance rating being determined either outstanding or meritorious, the Contractor may be eligible to receive an annual performance award within the not-to-exceed amount identified in the contract after the 4th quarter of each period executed under the contract at the discretion of USADF in accordance with their policy.

4.0 MINIMUM QUALIFICATIONS

The Contractor shall have the following minimum qualifications:

a. A bachelor’s degree from an accredited university in agriculture, business administration, management, public administration, finance, accounting, community development, economics, or a related field

b. High level of motivation, personal commitment, and ethical standards.

c. Fluency in spoken and written English.

d. High level of fluency at least one major national language.

e. Willingness to travel extensively throughout Mali.

f. Demonstrated ability to operate independently in high visibility, high-pressure environments and operate in a complex office environment, emergency and/or political crisis situations with minimal supervision;

g. Knowledge of grant management or commercial/micro-lending;

h. Experience working with marginalized groups and/or community-based enterprises.

i. Experience managing client relationships, especially in a grants management, banking, business development, or international development context.

j. Experience with or education related to financial management/accounting

k. Experience auditing, monitoring, or evaluating international development programs.

l. Five years of professional experience in business development, finance, banking, auditing, monitoring and evaluation, and/or management of international development programs

5.0 CONTRACT TYPE

This personal service contract will be firm-fixed price in U.S. Dollars with Prospective Price Redetermination at option periods.

6.0 CPC/ USADF RELATIONSHIP

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

b. If the Contractor's conduct is not in accordance with 6.0.a, the contract may be terminated.

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

7.0 CONTRACTING OFFICER AUTHORITY

In no event shall any understanding or agreement between the Contractor and any Government employee other than the Contracting Officer on any order modifications, change orders, letter or verbal direction to the Contractor be effective or binding upon the Government. All such actions shall be formalized by the proper contractual document executed by the appointed Contracting Officer. The Contractor is hereby put on notice in the event a Government employee other than the Contracting Officer directs a change in the work to be performed or increases the scope of work to be performed, as described in DTAR 1052.201-70(c)(1-6); it is the Contractor’s responsibility to make inquiry to the Contracting Officer no later than the beginning of the next Government work day before making the deviation. Payments will not be made without being authorized by the appointed Contracting Officer with the legal authority to bind the Government

PERSONAL SERVICES CONTRACT (PSC) ADDITIONAL TERMS AND CONDITIONS

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 address: https://www.acquisition.gov/far/

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (MAY 2015)

1052.212-4 Contract Terms and Conditions-Commercial Items. (ALTERNATE II) (DEVIATION 2016-00001) (Jan 2016)

(e) Definitions.

(2) As used in this clause, "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(i) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(ii) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable Clauses paragraphs of this clause,

(3) The clause at 52.212-5.

(4) Solicitation provisions if this is a solicitation.

(5) Other paragraphs of this clause.

(6) Addenda to this solicitation or contract, including any license agreements for computer software.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such language, provision, or clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such language, provision, or clause is deemed to be stricken from the CSA.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(w) Commercial supplier agreements - unenforceable clauses. When any supply or service acquired under this contract is subject to a CSA, the following language shall be deemed incorporated into the CSA. As used herein, "this agreement" means the CSA:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR part 12).

(ii) End user. This agreement shall bind the Government as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in paragraph (d) of this clause.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, (A) binding arbitration shall not be used unless specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Additional terms.

(A) This agreement may unilaterally incorporate additional terms by reference.

Terms may be included by reference using electronic means (e.g., via web links, click and accept, etc.). Such terms shall be enforceable only to the extent that:

(1) When included by reference using electronic means, the terms are readily available at referenced locations; and

(2) Terms do not materially change government obligations; and

(3) Terms do not increase government prices; and

(4) Terms do not decrease overall level of service; and

(5) Terms do not limit any other Government rights addressed elsewhere in this contract.

(B) The order of precedence clause of this contract notwithstanding, any software license terms unilaterally revised subsequent to award that is inconsistent with any material term or provision of this contract is not enforceable against the Government.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express Government approval.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S.

Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the Government, will be resolved through paragraph

(d) of this clause; no payment obligation shall arise on the part of the Government until the conclusion of the dispute process.

(C) Any audit requested by the commercial supplier or licensor will be performed at the commercial supplier’s or licensor’s expense, without reimbursement by the Government and must be performed within the parameters of the Government’s security procedures.

(D) The Contractor must notify the Contracting Officer of any audit request.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the underlying contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under paragraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price shall be deemed "confidential information." Issues regarding release of "unit pricing" will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1) of this clause, the language, provisions, or clause of paragraph (w)(1) of this clause shall prevail to the extent of such inconsistency.

1052.201-70 Contracting Officer’s Representative (COR) Appointment and Authority (Apr 2015)

(a) The COR(s) will be named on the award form. Should a change to the COR(s) be necessary in the future, they will be named on the modification SF-30.

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

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

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

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

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

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

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

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the contractor, any direction of the COR or the designated representative falls within the limitations of (c) above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

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

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L.

112-239) and FAR 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

1052.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN

INTERNAL CONFIDENTIALITY AGREEMENTS (DEVIATION 2015-00003) (MAR2015)

(a) The Contractor shall not require employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibitions and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d) (1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

1052.210-70 Contractor Publicity (Apr 2015)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the supplies or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such supplies or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government shall consider institution of all remedies available under applicable law, including 31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered during the evaluation of past performance.

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 before the contract expires.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the final 30 days of each contract period; provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

1052.232-39 Unenforceability of Unauthorized Obligations. (Deviation 00002)(January 2016)

(a) Definition. As used in this clause- "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(1) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(2) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(b) Except as stated in paragraph (c) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(1) Any such language, provision, or clause is unenforceable against the Government.

(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(3) Any such language, provision, or clause is deemed to be stricken from the CSA.

(c) Paragraph (b) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

INVOICES/PAYMENTS

The Contractor shall submit invoices and timesheets to the RD or designee for time worked on a monthly basis. Any compensatory hours claimed must be accompanied by the associated written request and RD advance approval for compensatory time off as indicated in Article 7. Payment shall be made upon approval of the invoice, timesheet, and required reports by the RD by electronic fund transfer.

The RD or designee, on behalf of the Contractor, will then submit invoices electronically to the e-mail address shown in Block 18a, page 1. Protected Microsoft Excel files are the preferred format;

however, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are also acceptable.

PAYMENT AND INVOICE QUESTIONS

For payment and invoice questions, contact the Accounting Services Division at (304) 480-8300 or via email at ForeignMisc@FISCAL.TREASURY.GOV

Overpayments

In accordance with 52.212-4 section (i) 5 Overpayments: Accounts Receivable Conversion of Check Payments to electronic funds transfer (EFT): If the Contractor sends the Government a check to remedy duplicate contract financing or an overpayment by the government, it will be converted into an EFT. This means the Government will copy the check and use the account information on it to electronically debit the Contractor's account for the amount of the check. The debit from the Contractor's account will usually occur within 24 hours and will be shown on the regular account statement.

The Contractor will not receive the original check back. The Government shall destroy the Contractor's original check, but will keep a copy of it. If the EFT cannot be processed for technical reasons, the Contractor authorizes the Government to process the copy in place of the original check.

Marking of Shipments

The Contractor shall ensure the contract number is clearly visible on all shipping/service documents, containers, and invoices.

Performance Evaluation

This contract is subject to a performance evaluation via The Contractor Performance Assessment Reporting System (CPARS) at www.cpars.csd.disa.mil. Following the end of each contract period and at contract completion, a completed Government evaluation shall be forwarded to the Contractor. The Contractor may submit written comments, if any, within the time period specified in the evaluation transmittal. The Contractor’s comments shall be considered in the issuance of the final evaluation document. Any disagreement between the parties regarding the evaluation shall be forwarded to the Contracting Officer’s Team Lead. The final evaluation of the Contractor’s performance is the decision of the Contracting Agency. A copy of the final performance evaluation report will be sent to the Contractor and to the Government’s past performance database at www.ppirs.gov.

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders --

Commercial Items (MAR 2016)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(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)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(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:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

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__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(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.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (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.

__ (iv) Alternate III (Oct 2015) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

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__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (26) 52.222-19, Child Labor-Cooperation with Authorities and…