Purpose:  This Acquisition Policy Flash provides guidance on implementing the Federal Funding Accountability and Transparency Act (FFATA) (PL 109-282 as amended by section 6202 of PL 110-252), which results in a new FAR requirement for contractors to report subcontract awards and executive compensation.  FAC 2005-044 was issued July 8, 2010 implementing an interim rule entitled Reporting Executive Compensation and First-Tier Subcontract awards as part of FFATA.  More detailed information, including frequently asked questions and the reporting architecture, can be found in the applicable Office of Management and Budget memorandum dated August 27, 2010 located at http://www.whitehouse.gov/sites/default/files/omb/open/Executive_Compensation_Reporting_08272010.pdf.

Dated:  February 4, 2011

Effective Date:  N/A

Background:  FFATA is intended to provide public visibility of Federal contracting and the reporting single website to do this is USAspend.gov; data is populated from Federal Procurement Data System Next Generation (FPDS-NG).  Affected systems are:  1)Electronic Subcontract Reporting System (eSRS) and FFATA’s Subaward Reporting System (FSRS), which is a newly created module under eSRS, and the Central Contractor Registration (CCR).

3.  GUIDANCE:

a.  Applicability:  The rule is applicable to solicitations issued after July 8, 2010, and resulting contracts.  The rule is applicable to all Federal Awards and Grants with a value of $25,000 or more.  The clause is not required in classified solicitations and contracts, and contracts with individuals.

Contracting Officers shall:

• Include the clause at 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2010), in all new solicitations.
• Amend solicitations issued since July 8, 2010 to include the provision.
• Only modify contracts awarded after July 8, 2010 to include the clause if the solicitation was issued prior to July 8, 2010.
• Modify existing IDIQ contracts or other ordering vehicles to cover future orders by incorporating the clause at FAR 52.204-10 into the basic contract so that it can be invoked in applicable task and delivery orders.  The applicability outlined above applies to orders issued under any task or delivery order vehicle.  That is, if the solicitation for a task or delivery order was issued prior to July 8, the resulting order will not be subject to the FFATA reporting requirements.  Solicitations for orders, or orders without a solicitation, issued after July 8, 2010, are subject to the clause.
• The Contracting officer or delegated peer review group, shall validate information reported in FPDS-NG is the same in USAspend.gov.  Discrepancies shall be reported immediately to the FFATA info center.
• Monthly sample checks shall be reviewed for federal awards, quarterly sample checks done for Grants.  The federal and grant award sample size should be a percentage large enough to validate transactions executed within the sample period and not less than 10% of transactions processed within that sample timeframe to be statistically relevant.

b.  Prime Contractor Responsibilities:  The subcontract reporting requirements and the executive compensation reporting requirements have different beginning dates, reporting schedules, and exceptions.

(1)  Reporting Subcontracts:  For contracts that include the clause at FAR 52.204-10, prime contractors are responsible for reporting their subcontract information, for any first-tier subcontracts of $25,000 or more (including all options), except for classified contracts and contracts with individuals, by the end of the month following the month of award, at FSRS, in accordance with the following phase-in schedule:

• Until September 30, 2010, any newly awarded subcontracts if the prime contract is $20M or more.
• From October 1, 2010, to February 28, 2011, any newly awarded subcontract if the prime contract is $550,000 or more.
• Beginning March 1, 2011, any newly awarded subcontract must be reported if the prime contract equals or exceeds $25,000.

If a prime contractor, in the previous tax year, had gross income, from all sources, of under $300,000, the contractor is exempt from the requirement to report subcontract awards.  Likewise, if a subcontractor, in the previous tax year, had gross income, from all sources, of under $300,000, the prime contractor does not need to report subcontracts awarded to that subcontractor.

(2)  Reporting Executive Compensation:  For contracts that include the clause 52.204-10, prime contractors are responsible for:

• Reporting their own executive compensation (in CCR) by the end of the month following the month of award of a contract with FAR 52.204-10, and reporting annually, thereafter.  Executive compensation is tied to the DUNS number of the entity to which the contract is awarded.  Accordingly, contractors required to report should report the compensation of the five most highly compensated managers associated with the DUNS number on the award.
• Reporting executive compensation for their first-tier subcontractors (in FSRS) by the end of the month following the month of award of a subcontract of $25K or more, and reporting annually, thereafter.

(3)  Exceptions to Reporting:  There are several exceptions to the requirement to report executive compensation and thresholds to be met before the requirement applies.  Many contractors will be exempt from reporting this information for themselves and for some of their subcontractors.  Reporting is not required if:

• the contractor or subcontractor is a publically-traded corporation, and their executive compensation is already publically available in IRS and/or FTC filings, or
• the contractor received less than 80 percent of their previous year’s annual gross income from Federal contracts, subcontracts, loans, grants, and cooperative agreements, and they received less than $25M from annual gross revenues from Federal contracts, subcontracts, loans, grants, and cooperative agreements.

c.  Contracting Officers (CO) Responsibilities:  Agencies are responsible for quarterly verification of contractor reports in FSRS.  Ultimately, this is a CO responsibility.  COs may elect to delegate this responsibility to a contract specialist or others, but the COs remain responsible for accomplishment of the quarterly verification of contractor reports in FSRS to comply with the requirements of FFATA.

The verification is limited to ensuring consistency with contract information that is readily available to the CO.  The review is necessary because the integrated system will cross check contractor entries against FPDS data and anomalies in contract information will require correction by either the contractor or the contracting officer.  Examples of data fields that COs must verify include:

• prime contract number
• awarding Agency name and code
• funding Agency name and code
• Government contracting office code
• Treasury Account Symbol (TAS)
• Prime NAICS

The contractor’s reporting requirements include many data elements that COs will not know and, therefore, are not responsible for verifying, such as:

• Whether or not a subcontract has been issued
• Whether or not reported subcontract value, place of performance, etc., is accurate
• Whether or not a prime or subcontractor meets the thresholds or qualifies under an exemption to executive compensation reporting.

The CO shall inform the contractor of any inconsistencies found with the contract data and require that the contractor correct the report or provide a reasonable explanation as to why it believes the information is correct.  The CO shall document the results of the review and verification of the report data, including any corrective action required and accomplished by the contractor, in the official contract file.

Because the FSRS is a subcomponent of eSRS, users already registered in eSRS will have access to FSRS to verify contractor reporting.  Others needing access to eSRS/FSRS for purposes of FFATA reporting verification should register at the eSRS site.  Registration instructions can be found at https://esrs.symplicity.com/government_registration. Contractor reports may be accessed either via the www.esrs.gov site or directly at the www.fsrs.gov site.

POINT OF CONTACT:  Questions concerning this Acquisition Policy Flash should be directed to Mitchell Gasbarra at mitchell.gasbarra@va.gov or at (202) 461-0628 or to Marilyn Harris.