SOL-620-16-000001_-_Audit_and_Financial_Review_Services.pdf

Solicitation Number SOL-620-16-000001 Audit and Financial Review Services

TABLE OF CONTENTS

SECTION B - CONTINUATION OF SF-1449

B.1 TITLE

B.2 PURPOSE

B.3 PERIOD OF PERFORMANCE

B.4 BPA CEILING

B.5 CALL ORDER TYPES

B.6 PRICE SCHEDULE

B.7 COST/PRICE INFORMATION

B.8 INDIRECT COSTS AND ADVANCED UNDERSTANDING ON CEILINGS

B.9 BILLING

B.10 TERMINATION

B.11 STATEMENT OF WORK

B.12 REPORTING SCHEDULE/DELIVERABLES

B.13 SPECIAL CONSIDERATIONS

SECTION C - ADMINISTRATIVE REQUIREMENTS

C.1 MAXIMUM ORDERING LIMIT

C.2 FUNDING

C.3 PLACE OF PERFORMANCE

C.4 ORDERING PROCEDURES

C.5 REPORTS, OUTPUTS AND DELIVERABLES

C.6 POST AWARD ADMINISTRATION

C.7 SPECIAL PROVISIONS

C.7.6 AIDAR 752.209-71 ORGANIZATIONAL CONFLICTS OF INTEREST DISCOVERED AFTER

AWARD (JUN 1993)

C.8 PERSONNEL COMPENSATION

C.9 REPORTING ON TAXATION OF U.S. FOREIGN ASSISTANCE

C.10 NOTICE LISTING OF CLAUSES INCORPORATED BY REFERENCE:

C.11 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS FEB 2016

SECTION D - DOCUMENT, EXHIBITS AND OTHER ATTACHMENTS

E.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE .. 35

E.2 GENERAL INSTRUCTIONS

E.3 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.4 DELIVERY INSTRUCTIONS:

E.5 INSTRUCTIONS FOR THE PREPARATION OF THE TECHNICAL PROPOSAL

E.6 INSTRUCTIONS FOR THE PREPARATION OF THE PRICE QUOTE

E.7 INSTRUCTIONS FOR THE PREPARATION OF A BRANDING IMPLEMENTATION AND

MARKING PLAN

E.8 EVALUATION FACTORS FOR AWARD

SECTION B - CONTINUATION OF SF-1449

B.1 TITLE

Audit and Financial Review Services.

B.2 PURPOSE

The purpose of this award is to establish Blanket Purchase Agreements with five qualified vendors to provide audit and financial review services covering activities of its U.S. and non- U.S. based implementing partners, in accordance with the Statement of Work contained in Section B.11 of this solicitation.

B.3 PERIOD OF PERFORMANCE

The period of ordering of this Blanket Purchase Agreement is five (5) years.

B.4 BPA CEILING

The ceiling for this Blanket Purchase Agreement is $10 million. There is no minimum guarantee.

B.5 CALL ORDER TYPES

The Government will issue BPA Call Orders that are Firm-Fixed Price (FFP), Time and Materials (T&M) and/or Labor Hour (LH).

B.6 PRICE SCHEDULE

In order to perform the Statement of Work set forth in Section B.11, the Contractor must propose a price schedule using the template provided in Attachment D.3. The proposed price schedule must correspond to the minimum education and experience requirements of each proposed position therein.

B.7 COST/PRICE INFORMATION

The prices/costs will be applied to individual order types as follows:

(a) Labor: The price schedule contains loaded hourly ceiling rates for work performed at any location designated in this BPA. “Loaded hourly rate” is defined as the direct hourly labor rate along with appropriate load factors, inclusive of profit or fee. Other load factors include overhead, fringe, and general & administrative (G&A) costs. The loaded hourly rates set forth in the schedule are fully burdened, not-to-exceed, ceiling prices. The contractors may, at their discretions, propose lower loaded hourly rates on a call-by-call order basis.

(1) Fixed Price Call Orders: The quantity of hours of each labor category will be multiplied by the loaded hourly rates listed in the price schedule or lower, and the cumulative extended total of all hours will define the fixed price labor amount for the task. The amount negotiated for travel and other Direct Costs (ODCs) will be added to the total labor amount to arrive at the Call Order total fixed price. Travel and ODCs can be reimbursed based on actual expenses incurred, not to exceed the negotiated ceiling on travel and ODCs or at a fixed price. Partial payments may be negotiated based on the completion of milestones.

(2) Labor Hours and Time and Materials (T&M) Call Orders: The quantity of hours ordered of each labor category will be specified as deliverable hours billable at the rates specified in this schedule or lower as negotiated. Travel and ODCs will be estimated for each call order. The cumulative extended total of all labor categories ordered plus travel and ODCs will define the call order ceiling price.

The government will not reimburse the contractor for costs incurred beyond the ceiling price, for hours not delivered, for work performed in excess of the ordered labor pool amount, or for travel and ODCs exceeding the ordered pool amount.

Labor dollars will not be used to pay for ODCs nor ODC dollars used to pay for labor without a modification to the call order.

(b) The prices (loaded labor rates) included on the BPA list (or applicable "discounted" rates submitted in a response to a Call RFQ which results in award) that are in effect as of the effective date of a Call Order will govern that order's price during the performance period. The BPA holder can voluntarily reduce offered prices at any time by giving 24-hour advance written notice to the Contracting Officer.

(c) Materials/Other Direct Costs (ODCs): ODCs which will be proposed and approved at the Call level includes the following:

(1) Communication; and,

(2) Printing.

(d) Travel: The Government will reimburse the cost of travel required in conjunction with performance of orders issued under the agreement. Reimbursement for travel is limited to that required in the performance of the order and expressed in the offeror’s ODC proposed budget.

Specific Government direction to attend meetings or gather information will be reimbursed on a cost reimbursable basis only. The Government will not pay travel charges for travel to and from the BPA holder employer’s home office location or to and from one company building to another (either within a company or to and from a prime to a sub company). Travel costs subject to reimbursement are limited to travel occurring at the direction of the Government, performed in conjunction with a specific requirement for a trip authorized in the order. Any administrative/clerical support travel costs will be considered and approved by the Contracting Officer on a case-by-case basis. Allowable costs include:

(1) Travel;

(2) Per diem (lodging and meals); and,

(3) Other travel related costs.

Note: Travel as stated above is not limited to airfare. It includes visas, Defense Base Act (DBA) insurance, taxis and local transportation, medical shots, and other costs associated with an assignment that requires travel as designated in the Foreign Affairs Manual (FAM) and General Service Administration (GSA) Federal Travel Regulation.

(e) Subcontracts: If the offerors propose to use subcontract labor under a Call Order, the loaded hourly Ceiling Rates included in this BPA will apply to all subcontracted labor.

However, the contractors may propose discounted labor rates at the Call level and should do so where subcontract or in-country labor may be significantly less than loaded hourly Ceiling Rates.

B.8 INDIRECT COSTS AND ADVANCED UNDERSTANDING ON CEILINGS

(This Indirect Cost will also be applied on the Call Orders when necessary)

Pending establishment of revised provisional or final indirect cost rates, allowable indirect costs will be reimbursed on the basis of the following negotiated provisional or predetermined rates and the appropriate bases for the contractor and the USAID.

Offeror Overhead Rate %

Overhead Ceiling Rate%

G&A

G&A Ceiling

Contractor(Insert Name)

*Special Note: The unshaded columns in the indirect cost table are the current approved indirect cost rates for the vendor.

The Vendors will make no changes in their established methods of classifying or allocating indirect cost without the prior written approval of the Contracting Officer.

Reimbursement for indirect costs will be at final negotiated rates, but not in excess of ceiling rates specified above. The Government will not be obligated to pay any additional amount associated with indirect costs above the ceiling rates established in the BPA. This advance understanding will not change any monetary ceiling, cost limitation, or obligation established in the BPA.

NOTE: For Fixed-priced Orders, the overhead ceilings serve as the basis for negotiation only.

NOTE: Indirect costs will not apply to fully burdened rates.

NOTE: The Vendors are allowed to recoup indirect costs (OH, G&A, etc.) as other direct costs if it is part of their usual accounting procedures, consistent with FAR 31 and the vendor’s NICRA. Vendors may propose ceilings for other indirect rates as appropriate to their indirect rate structure.

NOTE: In accordance with FAR 52.232-7(b)(7), payment of fee on materials, which includes subcontracts for supplies and incidental services for which there is not a labor category specified in the contract is prohibited.

B.9 BILLING

The Call Order will cite the applicable hourly rates selected from the Price Schedule negotiated under the BPA. The hourly rates approved under the Call Order will remain in effect for the entire Call Order period. Any rates billed in excess of the hourly billing rates designated in the Call Order schedule will not be authorized. Each hourly rate listed in Section B.6 is "loaded" and must only include the following:

(1) Salary cost or consulting fee of the individual providing the services;

(2) Payroll costs (fringe benefits, FICA, etc.);

(3) Indirect costs applicable to labor; and,

(4) Profit or fee, if any. Please note fee on fee is not authorized. Fee on ODC’s and materials is not authorized.

B.10 TERMINATION

See FAR Clause 52.212-4 Contract Terms and Conditions-Commercial items (May 2015).

B.11 STATEMENT OF WORK

B.11.1 BACKGROUND

USAID/Nigeria implements its programs through awards to foreign and U.S. based organizations with varying degrees of implementation capacities. Majority of these programs are implemented in some parts of Nigeria with security concerns that affect the Mission’s ability to maintain adequate program management oversight. The Mission’s program portfolio is the largest in sub- Sahara Africa and the implementation of the new five-year strategy (CDCS) require significant level of efforts from the support offices to maintain adequate financial management oversight.

This acquisition is required to strengthen the Mission’s capacity to maintain adequate financial management oversight over implementation of programs, and to build the financial management capacity of awardees, especially foreign recipients.

B.11.2 SCOPE

The following are specific areas that this effort will cover:

(a) Assessments;

(b) Financial Reviews;

(c) Financial Audits;

(d) Cost Incurred Audits/Reviews;

(e) Attestation Engagement;

(f) Control Environment & Risk Assessment;

(g) Forensic Accounting Engagements; and,

(h) Financial Management Systems Design and Training Support.

B.11.2 (a) Assessments

For assignments of this nature, the vendor will render opinion certifying if the potential USAID/Nigeria Implementing Partner(s) has the capability to receive and account for USAID funds or not.

The opinion will provide reasonable assurance to USAID/Nigeria as to whether or not the potential Implementing Partner(s) has an acceptable organizational and management structure, accounting, financial management systems and other systems of internal controls, quality assurance capabilities, as well as acceptable policies, procedure, practices and can:

• Meet project goals and objectives;

• Adequately safeguard, monitor and efficiently utilize resources;

• Obtain, maintain, and fairly disclose reliable data and information; and

• Comply with applicable laws and regulations and has the institutional framework for sustainability.

These assignments may include providing actionable recommendations to strengthen the financial management capacity of the USAID/Nigeria Implementing Partner(s), or for improving their financial management systems to a level acceptable to USAID.

The vendor may be engaged to work with USAID Implementing Partners to implement recommendations of prior assessments.

The opinions should be adequately supported. USAID, through the Contracting Officer’s Representative (COR), reserves the right to review the working papers to ensure that assessment was done properly.

B.11.2 (b) Financial Reviews

The Contractor will conduct a review of a USAID-funded organization’s financial policies, procedures, systems and controls or other area of concern of the responsible technical office.

These reviews may include specific transactions relating to account or ledger balance, procurement, non-financial reviews, marketing analysis, inventory controls, review of an entity’s financial accounting, cost elements reporting, financial statements or pro-forma, compliance with requirements of specified laws, regulations, rules, contracts, or grants; and organizational procedure and practice.

These reviews are conducted in accordance with U.S. Government Auditing Standards and will be conducted in accordance with the instructions issued by USAID/Nigeria. These assignments may include providing actionable recommendations to strengthen the financial management capacity of the USAID/Nigeria Implementing Partner(s), or for improving their financial management systems to a level acceptable to USAID. The auditing firm may be engaged to work with the Implementing Partner(s) to implement recommendations of prior audits, and financial reviews. The vendor is expected to use the Financial Review Report Format in Attachment D.4.

USAID reserves the right to review the working papers of the Contractor to ensure that the financial review was done properly and recommendations are supported with adequate evidence.

B.11.2(c) Financial Audits

In conducting financial audits of USAID/Nigeria’s contracts or grants, the auditors will be required to:

(1) Express an opinion on whether the fund accountability statement for the USAID-funded programs presents fairly, in all material respects, revenues received, costs incurred, and commodities and technical assistance directly procured by USAID for the period audited in conformity with the terms of the agreements and generally accepted accounting principles or other comprehensive basis of accounting (including the cash receipts and disbursements basis and modifications of the cash basis).

(2) Evaluate and obtain a sufficient understanding of the USAID/Nigeria

Implementing Partner(s) internal control related to the USAID-funded programs, assess control risk, and identify significant deficiencies, including material internal control weaknesses. This evaluation should include the internal control related to required cost-sharing contributions.

(3) Perform tests to determine whether the USAID/Nigeria Implementing Partner(s) complied, in all material respects, with agreement terms (including cost sharing, if applicable) and applicable laws and regulations related to USAID-funded programs. All material instances of noncompliance and all illegal acts that have occurred or are likely to have occurred should be identified. Such tests should include the compliance requirements related to required cost-sharing contributions, if applicable.

(4) Perform an audit of the indirect cost rate(s) if the Implementing Partner has been authorized to charge indirect costs to USAID using provisional rates and USAID has not yet negotiated final rates with the Implementing Partner.

(5) Determine if the Implementing Partner has taken adequate corrective action on prior audit report recommendations.

Auditors will test for situations and transactions that could be indicative of fraud, abuse and illegal expenditures and acts. If such evidence exists, the auditor should contact the Office of Inspector General, Dakar (OIG/Dakar) before proceeding to the next audit steps and procedures.

The work and work-papers will be subject to review and oversight by OIG/Dakar and/or USAID/Nigeria. All prepared work-papers will be in English. Financial information will be presented in such a manner as to reflect the amounts in U.S. dollars.

USAID reserves the right to review the working papers of the Auditing Firm to ensure that the financial audit was done properly and recommendations are supported with adequate evidence.

B.11.2 (d) Cost Incurred Audits/Reviews

The auditing firm will examine USAID funded costs incurred by a local or U.S. based organization during a defined period of time as well as to evaluate the organization’s financial policies, procedures, systems, and internal controls. The costs are reviewed for allowability, reasonableness, allocability, applicability and appropriateness. In conducting cost incurred audits/reviews of USAID/Nigeria’s contracts or grants, the auditors will be required to:

(1) Express an opinion on whether the fund accountability statement for the USAID-funded programs presents fairly, in all material respects, revenues received, costs incurred, and commodities and technical assistance directly procured by USAID for the period audited; is in conformity with the terms of the agreements and generally accepted accounting principles or other comprehensive basis of accounting (including the cash receipts and disbursements basis and modifications of the cash basis).

(2) Evaluate and obtain a sufficient understanding of the Implementing Partner 's internal control related to the USAID-funded programs, assess control risk, and identify reportable conditions, including material internal control weaknesses.

This evaluation should include the internal control related to required cost-sharing contributions.

(3) Perform tests to determine whether the USAID/Nigeria Implementing Partner complied, in all material respects, with agreement terms (including cost sharing, if applicable) and applicable laws and regulations related to USAID-funded programs. All material instances of noncompliance and all illegal acts that have occurred or are likely to have occurred should be identified. Such tests should include the compliance requirements related to required cost-sharing contributions, if applicable.

(4) Perform an audit of the indirect cost rate(s) if the USAID/Nigeria Implementing

Partner has been authorized to charge indirect costs to USAID using provisional rates and USAID has not yet negotiated final rates with the Implementing Partner.

(5) Determine if the USAID/Nigeria Implementing Partner has taken adequate corrective action on prior audit report recommendations.

Auditors must test for situations and transactions that could be indicative of fraud, abuse and illegal expenditures and acts. If such evidence exists, the auditor should contact the COR and the Office of Inspector General/Dakar (OIG/Dakar) before proceeding to the next audit steps and procedures. The work and work-papers may be subject to review and oversight by OIG/Dakar and/ or USAID/Nigeria. All prepared work-papers will be in English. Financial information will be presented in such a manner as to reflect the amounts in U.S. dollars.

B.11.2 (e) Attestation Engagements

Attestation engagements concern examining, reviewing, or performing agreed-upon procedures on a subject matter or an assertion about a subject matter and reporting on the results. The subject matter of an attestation engagement may take many forms, including historical or prospective performance, or condition, physical characteristics, historical events, analyses, systems and processes, or behavior. Attestation engagements can cover a broad range of financial or non-financial subjects and can be part of a financial audit or performance audit. Possible subjects of attestation engagements could include reporting on:

(1) An entity’s internal control over financial reporting;

(2) An entity’s compliance with requirements of specified laws, regulations, rules, contracts, or grants;

(3) The effectiveness of an entity’s internal control over compliance with specified requirements, such as those governing the bidding for, accounting for, and reporting on grants and contracts;

(4) Management’s discussion and analysis (MD&A) presentation;

(5) Prospective financial statements or pro-forma financial information;

(6) The reliability of performance measures;

(7) Final contract cost;

(8) The allowability and reasonableness of proposed contract amounts;

(9) Extent of implementation of recommendations from prior audits, assessments and financial reviews; and,

(10) Specific procedures performed on a subject matter (agreed-upon procedures).

The attestation engagement is performed in accordance to the US Government Standards for Attestation Engagements.

B.11.2 (f) Control Environment and Risk Assessment

The Contractor will conduct a review of a USAID-funded organization’s (1) Management Philosophy and Operating Style; (2) Entity’s Organizational Structure; (3) Method of Assigning Authority and Responsibility; (4) Management’s Monitoring of Performance; (5) Human Resources and Policies and Practices; (6) Budget Control; (7) Compliance with Laws and

Regulations; (8) Changing Conditions; (9) Risk Assessment on:

(1) Authorization

(2) Approval

(3) Segregation of duties

(4) Design and use of records

(5) Safeguards over access to and use of assets and records

(6) Independent checks

(7) Valuation of recorded amounts

(8) Summarization of accounting data

(9) Assets and liabilities

(10) Presentation and disclosure

See Attachment D.5 for Control Environment Assessment Checklist.

B.11.2 (g) Forensic Accounting Engagements

In conducting forensic accounting engagements, the auditors will examine an organization's system of internal controls to identify any weaknesses in the controls designed to safeguard assets and to determine whether anyone in the organization has exploited control weaknesses to misappropriate assets for personal gain. The auditors may perform one or both of the following:

(1) Investigative services which involve identifying asset-theft fraud and identifying the perpetrator. If such situation exists, the auditor should contact the COR and the Office of Inspector General/Dakar (OIG/Dakar) before proceeding to the next audit steps and procedures. The work and work-papers may be subject to review and oversight by OIG/Dakar and/ or USAID/Nigeria.

(2) Litigation services which involve gathering evidence and giving testimony leading to the conviction of the perpetrator in a court of law.

(3) The auditor may be asked to assist in developing controls to provide reasonable assurance that the issue does not reoccur. The auditor will express an opinion on an organization's financial statements.

B.11.2 (h) Financial Management Systems Design and Training Support

Under this category, the Contractor will be required to provide the following services:

(1) Prepare the policies and procedures (PnP) of the organization identified in accordance to USAID’s applicable rules and regulations. The PnPs should be comprehensive enough to address the (1) accomplishment of program goals and objectives; (2) adequate safeguards and efficiently utilizes resources; (3) obtains, maintains, and fairly discloses reliable data; (4) addresses allowability, allocability and reasonableness; and (5) complies with applicable laws and regulations.

(2) Depending on the nature of the assignment, the Contractor may be required to conduct a needs assessment and a gap analysis prior to development of the policies and procedures manual.

(3) The Contractor may be asked to develop the management capacity of the organization or assume the financial management roles and responsibilities for a period of time during program implementation.

(4) The Contractor may also be required to provide logistics support for a

USAID/Nigeria organized or supported training that builds USAID Implementing Partners financial management capacity or improve their knowledge of USAID audit and financial management rules and regulations.

B.12 REPORTING SCHEDULE/DELIVERABLES

Deliverables and delivery schedules will be stated in individual Call Orders. For each Call Order, the following minimum reports will be required: 1) work plan and 2) final report. The due dates and specific guidelines regarding the contents of these reports will be further defined in Call Order RFQs.

Acceptance Criteria for Deliverables: The deliverables will be evaluated according to the following criteria:

(1) Thoroughness and timeliness in complying with all of the elements laid out in the Scope of Work;

(2) Quality and clarity of analysis and work produced;

(3) Timeliness and efficacy of communications with relevant counterparts at USAID and other donor agencies and organizations; and,

(4) Ability to work within budget.

Deliverables must be submitted in draft form for comment by USAID/Nigeria. Comments will be provided by USAID/Nigeria within 15 days of receipt. Final form of all deliverables must take into consideration USAID/Nigeria comments prior to submission. Submission of the draft and final deliverables should be in electronic format compatible with software available at USAID unless otherwise determined by the Call Order COR. All reports must be in clear and concise English free from grammatical, spelling, and typographical errors.

USAID reserves the right to modify the deliverables for a specific Call Order. The vendor must agree to such changes before the Final Work Plan is accepted by USAID.

B.13 SPECIAL CONSIDERATIONS

B.13.1 Security Considerations

Nigeria has been designated a high threat post and the Contractor is expected to take steps to be responsive to this shifting environment. Offerors are advised that there are occasional reports of robberies and car-jacks, some involving armed gunmen, on Nigeria's urban and rural road network. The U.S. State Department travel advisory for Nigeria regularly issues information regarding risks of travel to some states in Nigeria because of the risks of kidnapping, robbery, and other armed attacks in these areas. The advisory also informs that throughout the country, violent crime committed by individuals and gangs, as well as by persons wearing police and military uniforms, remains a problem.

The Contractor is encouraged to establish a comprehensive and dynamic safety and security plan pertaining to all aspects of its activities and the activities of its employees in the performance of all work related to this Contract as well as the off-duty activities of its employees, as those activities relate to performance of contract work, serving in Nigeria. The Contractor must also work closely with and establish working relationships with all authorized and appropriate safety and security organizations and entities for the protection and safety of its operations and employees.

The Contractor will be responsible for its own security under this Contract and will employ a security profile that is culturally appropriate as well as cost-effective. The Contractor is responsible for maintaining the security of its personnel, materials, and equipment commensurate with the circumstances involved. All employees of the Contractor must meet the requirements of their work-site which may include background checks, security/restricted area clearance, drug-free workplace, safety training and/or other inspections/requirements.

B.13.2 Environmental Compliance:

(a) Foreign Assistance Act of 1961, as amended, Section 117 requires that all activities funded by this RFQ must conform to USAID environmental regulations This mandate is codified in Federal Regulations (22 CFR 216) and in USAID’s Automated Directives System (ADS) Parts 201.5.10g and 204 (http://www.usaid.gov/policy/ads/200/), which, in part, require that the potential environmental impacts of USAID-financed activities are identified prior to a final decision to proceed and that appropriate environmental safeguards are adopted for all activities.

(b) Contractor’s environmental compliance obligations under these regulations and procedures are specified in the following paragraphs of this RFQ.

(c) In addition, the contractor must comply with host country environmental regulations unless otherwise directed in writing by USAID. In case of conflict between host country and USAID regulations, the latter will govern.

(d) Given that the audit and financial review services will support all Development Objective (DO) activities, the three DO blanket Initial Environmental Examinations (IEEs) duly signed by the Bureau Environmental Officer (BEO) cover this activity. Under these IEEs, the audit and financial review services is recommended for Categorical Exclusion in accordance with section 22 CFR 216.2(c)(2)(iii) for analysis, studies, academic or research, workshop and meeting activities.

(e) As part of its initial Work Plan, and all Annual Work Plans thereafter, the contractor, in collaboration with the USAID Cognizant Technical Officer and Mission Environmental Officer or Bureau Environmental Officer, as appropriate, will review all ongoing and planned activities under this contract to determine if they are within the scope of the approved Regulation 216 environmental documentation.

(f) If the contractor plans any new activities outside the scope of the approved Regulation 216 environmental documentation, it will prepare an amendment to the documentation for USAID review and approval. No such new activities will be undertaken prior to receiving written USAID approval of environmental documentation amendments.

(g) Any ongoing activities found to be outside the scope of the approved Regulation 216 environmental documentation will be halted until an amendment to the documentation is submitted and written approval is received from USAID.

(END OF SECTION B)

SECTION C - ADMINISTRATIVE REQUIREMENTS

C.1 MAXIMUM ORDERING LIMIT

It is expected that most Call Orders will have a ceiling not to exceed $200,000.

C.2 FUNDING

BPAs do not obligate funds. The Government is obligated only to the extent of authorized orders made under the BPA. Funds will be obligated upon issuance of a Call Order.

C.3 PLACE OF PERFORMANCE

Place of performance under this BPA will be Nigeria. Call Order Request for Quote (RFQ) will specify specific location for requested services.

C.4 ORDERING PROCEDURES

C.4.1 GENERAL

(a) Ordering activities will use the procedures in this subsection when ordering services under this BPA.

(b) Statement of Work (SOW): Ordering activities will prepare SOWs that include, at a minimum, work to be performed, location of work, period of performance, deliverable schedule, applicable performance standards, and any special requirements. The ordering activities must work with the BPA Contracting Officer Representative (COR) to ensure that the SOW is aligned with the BPA SOW and objectives. Each SOW should be accompanied by a Call Order Independent Government Cost Estimate (IGCE) based on Section B.6 and Section B.7 of the

BPA.

(c) Request for Quotation (RFQ) Procedures. The Call Order Contracting Officer will provide the Request for Quotation (RFQ) to the BPA holder. The Call Order RFQ will include at a minimum the SOW and evaluation criteria.

(1) Call Orders will be awarded using form SF-1449 Purchase Order.

(2) The ordering activity will develop a SOW in accordance with paragraph (b) above.

(3) The BPA COR must concur with the Call Order RFQ (if s/he is not the ordering personnel) prior to the CO issuing it to the BPA Holders.

(4) The following are the minimum technical evaluation criteria to be included in each Call Order RFQ. Additional technical evaluation criteria data may be included in each Call Order RFQ to fit the needs of the requirement:

(i) The proposed technical approach and draft implementation plans are consistent with the scope of work and objectives of the BPA Call RFQ and

BPA.

(ii) The proposed personnel meet minimum qualifications as defined in the BPA and specific technical requirements as described in the BPA Call

RFQ.

(5) The following are the minimum cost/price criteria to be included in each RFQ.

Additional cost/price data should be included in each call RFQ to fit the needs of the requirement:

(i) All proposed prices are in line with Section B.6 of the BPA, or are reflective of appropriate labor chart for Third Country National (TCN) or Cooperating Country National (CCN) staff.

(ii) The Level of Effort and Mix of Labor proposed to perform specific task being ordered and for determining the total price are reasonable.

(iii) All proposed ODCs/Travel Costs are allocable, verifiable, realistic, and allowable.

(6) Minimum Documentation. The ordering activity will document:

(i) A description of the service purchased;

(ii) The amount paid;

(iii) The evaluation methodology used in choosing to place the final order;

(iv) The cost/price reasonableness determination required by paragraph (d) of this subsection; and

(v) The rationale for the Call Order type.

(7) If the BPA holder does not intend to submit a response to the Call Order RFQ, the BPA holder will respond within 24 hours electronically to the ordering office CO, a Negative Response to the Call Order RFQ.

(8) The Offeror’s quote will be evaluated based on the information requested in the Call Order RFQ.

C.4.2 ORDERING PERIOD

(a) The ordering period is the period in which call orders may be placed. Orders may be placed at any time during the effective dates of the BPA. No orders may be placed prior to the BPA start date or after the BPA end date.

(b) Although Call Orders may be issued at any time during the ordering period, the CO may not award a Call Order for a period of performance that goes more than five (5) years.

C.4.3 CALL ORDERS

The vendor will furnish all services in accordance with the specific requirements outlined in Call Orders issued by the Call Order CO.

Subject to the ceiling price, the vendor may adjust the level of effort actually employed in the performance of the work by each labor category specified in an order. The vendor will obtain the Call Order COR approval of changes in proposed level of effort in advance and will attach a copy of the COR’s written approval to the final voucher submitted for payment.

It is the vendor’s responsibility to ensure that the COR – approved adjustments to the level of effort ordered for each labor category do not result in costs incurred which exceed the ceiling price of the Call Order.

C.4.4 ACCOUNTING AND APPROPRIATION DATA

To be determined (TBD) by Call Order.

C.4.5 PAYING OFFICE AND PROCEDURES, PAYMENT TERMS, AND INVOICING

(a) Terms: Payments will be made in the currency as specified in respective Call Orders.

(b) Invoicing: Invoices must be submitted using SF-1034. Invoices may not be submitted more frequently than once every 30 days.

(c) The Vendor will make an electronic submission of the signed and completed Standard Form 1034, Public Voucher for Purchases and Services other than Personal, to the paying office designated below.

Office of Financial Management USAID/Nigeria U.S. Embassy Abuja Plot 1075 Diplomatic Drive Central District Area, Abuja, Nigeria E-mail: nigeriapayments@usaid.gov

(d) A request for payment is not considered properly submitted unless the claim (SF 1034) has been properly prepared and is accompanied by all required supporting documentation.

Payment will be made per the Contract terms, after acceptance of the contract deliverable by the COR. The vendor will simultaneously forward a copy of the signed voucher, supporting documents and invoice to the COR.

mailto:nigeriapayments@usaid.gov

C.5 REPORTS, OUTPUTS AND DELIVERABLES

C.5.1 LANGUAGE REQUIREMENTS

Deliverables must be submitted in the English language.

C.5.2 DELIVERABLES

All deliverables must meet the requirements specified in the Call Order. The BPA holder will be responsible for delivering all services in each fully executed Call Order.

C.6 POST AWARD ADMINISTRATION

C.6.1 CONTRACTING OFFICER-BPA LEVEL

TBD

Office of Acquisition & Assistance (OAA) USAID/Nigeria U.S. Embassy Abuja Plot 1075 Diplomatic Drive

Tel: +234-9-461-9300

C.6.2 CONTRACTING OFFICER'S (CO) AUTHORITY

The CO is the only person authorized to make or approve any changes in the requirements of the Blanket Purchase Agreement (BPA) and/or any Call Orders under this BPA and notwithstanding any provisions contained elsewhere in this BPA, the said authority remains solely in the CO. In the event the vendor 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 terms and conditions, including price.

The Contracting Officer has responsibility for ensuring the performance of all necessary actions for effective contracting; ensuring compliance with the terms of the Call Order and safeguarding the interests of the United States in its contractual relationships.

C.6.3 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

(a) For the BPA:

TBD

C/o U.S. Embassy Plot 1075 Diplomatic Drive Central Business District, Abuja

Designation of the COR and alternate will be made in a separate communication prior to award.

(b) For Call Orders:

Each Call Order issued hereunder will indicate a COR for that particular order. The COR will be responsible for oversight for that specific Call Order.

C.6.4 TECHNICAL DIRECTION/RELATIONSHIP WITH USAID

USAID/Nigeria, Office of Financial Management (OFM), will provide technical oversight to the Contractor through the COR. The Contracting Officer will issue a letter appointing the COR for the Call Order and provide a copy of the designation letter to the Contractor.

(a) Technical Direction is defined to include:

(1) Written directions to the Vendor, which fill in details, suggest possible lines of inquiry, or otherwise facilitate completion of work;

(2) Provision of written information to the Vendor, which assists in the interpretation of drawings, specifications, or technical portions of the work statement;

(3) Review and, where required, provide written approval of technical reports, drawings, specifications, or technical information to be delivered. Technical directions must be in writing, and must be within the scope of the work as detailed in the Section B.11.

(b) The COR is authorized by designation to take any or all action with respect to the following which could lawfully be taken by the Contracting Officer, except any action specifically prohibited by the terms of this Contract:

(1) Assure that the Vendor performs the technical requirements of the contract in accordance with the contract terms, conditions, and specifications.

(2) Perform or cause to be performed, inspections necessary in connection with a) above and require the Vendor to correct all deficiencies; perform acceptance for the Government.

(3) Maintain liaison and direct communications with the Vendor. Written communications with the Vendor and documents will be signed as "Contracting Officer Representative" with a copy furnished to the Contracting Officer.

(4) Issue written interpretations of technical requirements of Government drawings, designs, and specifications.

(5) Monitor the Vendor’s production or performance progress and notify the Vendor in writing of deficiencies observed during surveillance, and direct appropriate action to effect correction. Record and report to the Contracting Officer incidents of faulty or non-conforming work, delays or problems.

(7) Other delegations of authority as detailed in the COR Designation Letter.

(c) Limitations: The COR is not empowered to award, agree to, or sign any contract (including delivery or purchase orders) or modifications thereto, or in any way to obligate the payment of money by the Government. The COR may not take any action, which may affect the contract schedule, funds, scope or rate of utilization of level of effort (LOE). All contractual agreements, commitments, or modifications, which involve prices, quantities, quality, and schedules, will be made only by the Contracting Officer.

(d) The COR is required to meet with the Vendor and the Contracting Officer concerning performance of services delivered under any executed Call Order, and any other administration or technical issues. Problem areas should be brought to the immediate attention of the Contracting Officer.

(e) In the absence of the designated COR, the COR may designate his/her duties to the Alternate COR (A/COR). However, such action will immediately be communicated to the Contractor and the Contracting Officer. In the event that no A/COR has been properly appointed, the COR duties/responsibilities will be performed by the CO.

(f) Contractual Problems: Contractual problems, of any nature, that may arise during the life of the contract must be handled in conformance with specific public laws and regulations (i.e.

Federal Acquisition Regulation and Agency for International Development Acquisition Regulation). The Vendor and the COR will bring all contracting problems to the immediate attention of the Contracting Officer. Only the Contracting Officer is authorized to resolve such problems. The Contracting Officer will be responsible for resolving legal issues, determining contract scope and interpreting contract terms and conditions. The Contracting Officer is the sole authority authorized to approve changes in any of the requirements under this contract.

Notwithstanding any clause contained elsewhere in this contract, the said authority remains solely with the Contracting Officer. These changes include, but will not be limited to the following areas: scope of work, price, quantity, technical specifications, delivery schedules, and contract terms and conditions. In the event the Contractor effects any changes at the direction of any other person other than the Contracting Officer, the change will be considered to have been made without authority.

(g) Failure by the Vendor to report to the Administrative Contracting Office, any action by the Government considered to be a change, within the specified number of days contained in FAR 52.243-7 (Notification of Changes), waives the Contractor's right to any claims for equitable adjustments.

C.7 SPECIAL PROVISIONS

C.7.1 AUTHORIZED GEOGRAPHIC CODE

The authorized geographic code for services under this BPA and all Call Orders is 937.

C.7.2 GOVERNMENT FURNISHED FACILITIES OR PROPERTY

The vendor and any employee or consultant of the vendor is prohibited from using U.S.

Government facilities (such as office space or equipment) or U.S. Government clerical or technical personnel in the performance of the services specified in the Call Order unless the use of Government facilities or personnel is specifically authorized in the Call Order or is authorized in advance, in writing, by the COR.

C.7.3 CONFIDENTIALITY AND OWNERSHIP OF INTELLECTUAL PROPERTY

All reports generated and data collected during this project will be considered the property of USAID and will not be reproduced, disseminated or discussed in open forum, other than for the purposes of completing the tasks described in this document, without the express written approval of a duly-authorized representative of USAID. All findings, conclusions, and recommendations will be considered confidential and proprietary.

C.7.4 DISCLOSURE OF INFORMATION

(a) Offerors are reminded that information furnished under this solicitation may be subject to disclosure under the Freedom of Information Act (FOIA). Therefore, all items that are confidential to business, or contain trade secrets, proprietary or personnel information must be clearly marked. Marking of items will not necessarily preclude disclosure when the U.S. Office of Personnel Management (OPM or the Government) determines disclosure is warranted by FOIA. However, if such items are not marked, all information contained within the submitted documents will be deemed to be releasable.

(b) Any information made available to the Contractor by the Government must be used only for the purpose of carrying out the provisions of this contract and must not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract.

(c) In performance of this contract, the Contractor assumes responsibility for the protection of the confidentiality of Government records and must ensure that all work performed by its subcontractors will be under the supervision of the Contractor or the Contractor’s responsible employees.

C.7.5 ORGANIZATIONAL CONFLICT OF INTEREST

(a) It is understood and agreed that some of the work required hereunder may place the Contractor, or its personnel or its subcontractors or their personnel (hereinafter referred to collectively as "Contractor"), in the position of having a potential personal or organizational conflict of interest (OCI), i.e., because of other activities or relationships with other persons, (1) the Contractor is unable or potentially unable to render impartial assistance or advice; or (2) the Contractor's objectivity in performing the contract is or might be impaired; or (3) the Contractor may receive an unfair competitive advantage; or (4) the Contractor may have a financial or other personal interest which would or potentially would impair his/her objectivity and/or from which he/she would improperly benefit. Further discussion of OCIs may be found in FAR 9.5.

(b) In accordance with the clause entitled "Organizational Conflicts of Interest Discovered After Award" (AIDAR 752.209-71), the Contractor agrees not to undertake any activity which may involve a personal conflict of interest or an OCI without first notifying the Contracting Officer of such potential conflict and receiving the Contracting Officer's authorization to undertake that activity.

(c) If the potential conflict relates to performance of the work hereunder (e.g., where the Contractor is to evaluate an activity in which the Contractor had some previous involvement, thereby rendering the Contractor potentially unable to provide impartial assistance or advice, or impairing or potentially impairing the Contractor's objectivity), and the Contracting Officer cannot neutralize, mitigate, or avoid the conflict, the Contracting Officer may decline to authorize performance of that work by the Contractor.

(d) If the potential conflict relates to future activities (e.g., where the Contractor is to perform a needs assessment, feasibility study, or design/development of a project or activity to be procured under another contract for which the Contractor will or might compete or which may be awarded noncompetitively to the Contractor, thereby potentially providing an unfair competitive advantage to the Contractor, and/or rendering the Contractor unable or potentially unable to provide impartial assistance or advice, or impairing or potentially impairing the Contractor's objectivity; or where the work under this contract might affect the personal or financial interests of the Contractor), the Contracting Officer may decline to authorize performance of that work by the Contractor or, if such work is authorized, the Contracting Officer may place restrictions on the Contractor's future activities, as permitted by FAR 9.5., and as necessary to neutralize, mitigate, or avoid the potential conflict.

(e) The Contracting Officer's approval to undertake such activities, if given, may be based on the Contracting Officer's determination that a significant potential conflict does not exist or does not appear to exist, or may be conditioned on the acceptance by the Contractor of restrictions on the Contractor's future activities. If restrictions are to be placed on future activities, the Contractor may decline to perform the work.

(f) If it is discovered that the Contractor engaged in any activities which constitute a potential or actual conflict without having first obtained the Contracting Officer's approval to undertake such activities; or if it is subsequently discovered that, notwithstanding the Contracting Officer's authorization to undertake the activity based on his/her initial determination that no significant potential conflict existed or appeared to exist, a conflict did, in fact exist or arise, restrictions, as permitted by FAR Subpart 9.5, on the Contractor's future activities may be placed unilaterally by the Contracting Officer for this contract or the

Contracting Officer for such other contracts as may be involved in the conflict, and other remedies (including termination of this contract for default, debarment or suspension, and those permitted by the clauses of this contract entitled "Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity", FAR 52.203-8 and "Price or Fee Adjustment for Illegal or Improper Activity", FAR 52.203-10, may be taken by USAID.

(g) Nothing in this provision precludes the application of any other remedies available to USAID by law, regulation, or other provisions of this contract.

C.7.6 AIDAR 752.209-71 ORGANIZATIONAL CONFLICTS OF INTEREST

DISCOVERED AFTER AWARD (JUN 1993)

(a) The Contractor agrees that, if after award it discovers either an actual or potential organizational conflict of interest with respect to this Contract, it shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action(s) which the Contractor has taken or proposes to take to avoid, eliminate or neutralize the conflict.

(b) The Contracting Officer shall provide the contractor with written instructions concerning the conflict. USAID reserves the right to terminate the Contract if such action is determined to be in the best interests of the Government.

C.7.7 BRANDING AND MARKING POLICY

(a) The Contractor must comply with the requirements of the policy directives and required procedures outlined in USAID Automated Directive System (ADS) 320 “Branding and Marking in USAID Direct Contracts” (effective date: 01/02/2015) at https://www.usaid.gov/sites/default/files/documents/1868/320.pdf, and USAID “Graphic Standards Manual” available at www.usaid.gov/branding, or any successor branding policy.

(b) AIDAR 752.7009 Marking (JAN 1993)

It is USAID policy that USAID-financed commodities and shipping containers, and project construction sites and other project locations be suitably marked with the USAID emblem.

Shipping containers are also to be marked with the last five digits of the USAID financing document number. As a general rule, marking is not required for raw materials shipped in bulk (such as coal, grain, etc.), or for…