77344421Q0040000001 Amendment 1.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a)By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE

DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

NSN 7540-01-152-8070

Previous edition unusable

77344421Q0040000001

Summary of Changes

Section B - Supplies or Services and Prices/Costs

Line Item Details:

The following changes are made to line item: 0001

Item Long Description is changed from Private Equity Advisors Services for DFC's Office of Investment Funds (OIF) in accordance with Section C, Performance Work Statement.

Ordering Period: 02 AUGUST 2021 to 01 AUGUST 2026. to Private Equity Advisors Services for DFC's Office of Investment Funds (OIF) and Office of Equity Investments (OEI) in accordance with Section C, Performance Work Statement.

Ordering Period: 02 AUGUST 2021 to 01 AUGUST 2026..

The following clauses are modified:

Clauses incorporated by full text

Services and Supplies and Price

SECTION B

SERVICES, SUPPIES, AND PRICE

B.1 GENERAL

The Private Equity Investment Advisors Services solution is a suite of multiple-award Indefinite Delivery, Indefinite Quantity (IDIQ) contracts. These IDIQ contracts provide resources in support of the U.S. International Development Finance Corporation (DFC) Office of Investment Funds (OIF) and Office of Equity Investments (OEI). The ceiling dollar amount for all orders under all categories is $5,000,000.

The solicitation will result in the award between six and ten IDIQ contracts. Each IDIQ awardee shall be capable of providing at least one of the three categories of services described in Section C: Performance Work Statement, 1) Due Diligence of Funds 2) Due Diligence of Direct Equity Investments, 3) Strategic Planning, Portfolio Construction, and other Research categories outlined. The IDIQ contracts resulting from the Request for Quote (RFQ) will provide services for Office of Investment Funds (OIF) under NAICS code 523930 – Investment Advice.

The scope of work under Private Equity Investment Advisors Services is defined in Section C.

B.2 ORDERING PERIOD

The term of the Private Equity Investment Advisors Services IDIQ ordering period is five (5) years from date of award;

approximately August 02, 2021 through August 01, 2026 excluding any extensions to the ordering period under the authority of FAR Part 52.217-8.

B.3 CONTRACT TYPE

The multiple award IDIQ contracts for Private Equity Investment Advisors Services will allow for task orders to be issued on a Firm Fixed Price (FFP), and Time and Materiel or Labor Hours(T&M/LH). Task orders may combine more than one pricing arrangement (e.g., FFP/LH, etc.), although each pricing arrangement will have separate contract line item numbers (CLINs).

B.4 TASK ORDER PRICING

Private Equity Investment Advisors Services provides the flexibility to determine fair and reasonable pricing specific to the task order requirement. Pricing structure is dependent upon level of competition, risk, uncertainties, complexity, urgency, and contract type. The Ordering Contracting Officer (OCO) has the authority and responsibility to determine cost or price reasonableness for task order requirements. Competition at the task order level is expected to establish fair and reasonable pricing for task orders placed for all contract types. The OCO must establish an appropriate CLIN structure and identify both the applicable contract type and clear delineation of work at the task level, for all CLINs in each task order.

B.4.1 FIRM FIXED PRICE ORDERS

Fixed price orders are defined under Federal Acquisition Regulation (FAR) Subpart 16.202.

B.4.2 TIME AND MATERIALS AND LABOR HOUR ORDERS

Time and Materials and Labor-hour orders are defined under FAR Subpart 16.602.

B.4.3 OTHER DIRECT COSTS

Other Direct Costs (ODCs) established on a cost-reimbursement basis as appropriate depending on contract type, including travel costs, and allowable costs. ODCs shall be pre-approved by the Contracting Officer Representative (COR) at the task order level and be allowable on the task order only if approved prior to the Contractor incurring these costs.

B.4.4 PROGRAM MANAGEMENT COSTS

Program management support costs encompass support for management, reporting requirements, and related travel and meeting attendance costs associated with the Contractor's program management staff as it relates to the overall management of the IDIQ contract.

Program Management (IDIQ Contract Level) Support Costs: Contract-level program management support costs shall not be proposed or billed as a direct charge to the Private Equity Investment Advisors Services IDIQ contract.

B.5 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR 2010)

During the term of the Private Equity Investment Advisors Services IDIQ, the Government will place orders totaling a minimum of $1,000.00 applicable to the base ordering period only. The amount of all orders will not exceed $5,000,000 for all ordering periods across all service categories.

Section C - Description/Specifications/Work Statement

Performance Work Statement (PWS) Performance Work Statement

Private Equity Investment Advisors

Background

U.S. International Development Finance Corporation (DFC) is America's development bank. DFC partners with the private sector to finance solutions to the most critical challenges facing the developing world today. We invest across sectors including energy, healthcare, critical infrastructure, and technology. DFC also provides financing for small businesses and women entrepreneurs in order to create jobs in emerging markets. DFC investments adhere to high standards and respect the environment, human rights, and worker rights. For more information on DFC and its programs see www.dfc.gov.

Performance Work Statement

The Office of Investment Finace (OIF) will require non-personal private equity advisor services involving due diligence of funds and strategic planning, portfolio construction, and other research. The equity advisors will support the departments' work in reviewing and performing virtual, and potentially on-site, due diligence of funds and managers vetted and approved by DFC's screening committee. Once funds are identified and applications are reviewed and vetted by the Evaluation and Screening Committees, DFC may solicit task order quotes from some or all awardees.

Additionally, the Office of Equity Investments (OEI) will require non-personal private equity advisor services involving due diligence of direct equity investment opportunities and other research. The equity advisors will support the departments' work in reviewing and performing virtual, and potentially on-site, due diligence of the target company and management vetted and approved by DFC's screening committee. Once target companies are identified and applications are reviewed and vetted by the Screening Committees, DFC may solicit task order quotes from some or all awardees.

The Advisor/Contractor will assist the Agency in performing due diligence and/or strategic planning, portfolio construction, and other research on the specific proposed fund and fund managers including, but not limited to, any of the following sectors and regions:

Energy: covers a wide range of energy-related activities. For example, Energy Category Program Activities could be related to renewable energy power generation projects, including solar power, wind power, geothermal power, and hydropower projects.

The Energy Category also covers other types of power generation projects and energy storage. This category also includes electricity transmission and distribution projects. Oil and gas sector projects constitute another type of project that could be covered under the Energy Category.

Agriculture: covers a wide range of agriculture, forestry, and aquaculture activities. Agriculture Category Program Activities could be related to any aspect of farming, forestry, or aquaculture, and also could cover the storage, transportation, and sales of agriculture, forestry, and aquaculture products. This category also covers food processing activities.

Banking and Financial Services: covers a wide range of work concerning commercial lenders, investment funds, microfinance institutions, and other types of banking and financial services entities. This category includes activities connected to lending to small and medium enterprises, as well as various other types of financing activities.

Health Care: covers a wide range of health care sector activities, including, but not limited to, the construction, expansion, and operation of health care facilities, the facilitation of medical supply manufacture and distribution, and provision of certain types of health care services.

Telecommunications and Information Technology: covers a wide range of telecommunications and information technology activities. For example, activities in this category could be connected to the development or expansion of mobile telecommunications networks, digital connectivity, or cybersecurity.

Other Infrastructure and Business Activities: covers all types of activities not covered in any of the five categories described above. For example, the Other Infrastructure and Business Activities Category could include activities concerning housing, water and wastewater, transportation, manufacturing, mining, and hotels and hospitality.

Geographic Areas

Funds may target specific countries, regions, or global strategies, and are expected to invest predominantly in DFC-eligible countries (please see www.DFC.gov for a list of DFC-eligible countries

A. DESCRIPTION OF SERVICE CATEGORIES: services required consist of three broad categories; 1) Due Diligence of Funds 2) Due Diligence of Direct Equity Investments and 3) Strategic Planning, Portfolio Construction, and other Research.

1. Due Diligence of Funds:At any time, DFC may request the assistance of a Contractor or Contractors in conducting specific, targeted due diligence of specified Fund Manager candidates and fund proposals. DFC will issue Task Orders as needed to Contractors to conduct these due diligence reviews. The Contractor will assist the Agency in performing due diligence on the specific proposed funds and fund managers including but not limited to the following:

• Assist in conducting customary, comprehensive due diligence on each of the manager's proposed funds consistent with DFC's underwriting criteria, and prepare a comprehensive written report to DFC that provides an in-depth qualitative and quantitative analysis of each manager's investment track record and portfolio, highlighting their returns as compared to vintage year benchmark statistics; an analysis of key company results; and a critique of the consistency of the manger's investment strategy. For each proposed fund, the Contractor shall also review the manager's investment team, its organization, its investment process, fund management capabilities, the proposed structure and terms of the proposed fund, the manager's professional references and other issues deemed relevant by DFC or the Contractor.

• Participate as a resource to DFC, including participation at one or more Evaluation Committee meetings, or other necessary meetings, at DFC headquarters in Washington, D.C. Prior approval by the Contracting Officer's Representative (COR) will be required for any additional travel.

• It is anticipated that travel may be required to the Fund Manager's offices in the United States and/or abroad; this will be determined by DFC in consultation with the Contractor. The Contractor should factor in their bid price due diligence meetings domestically and overseas, if such visits are deemed necessary to complete the Scope of Work.

• Deliverables may include a comprehensive, written due diligence report on the Fund Manager's proposed fund covering the key factors mentioned above in a format satisfactory to DFC. In addition to the track record and team analysis mentioned above, the report should also include a SWOT analysis and the Contractor's investment recommendation to DFC.

2. Due Diligence of Direct Equity Investments: DFC may require additional advisory services or research including review of direct equity investments. Such tasks may include but are not limited to the following:

• Due Diligence on Direct Equity Investment Opportunities: This may include in-depth analysis on company strategy, management strengths, financial performance and forward-looking projections, valuation, and terms. Due diligence on direct equity deals will conclude with a comprehensive written report detailing the above-mentioned areas and a review of investment merits and risks

3. Strategic Planning, Portfolio Construction, and other Research: DFC may require additional advisory services or research including review of co-investments. Such tasks may include but are not limited to the following:

• Due Diligence on Co-investment Opportunities: This may include in-depth analysis on company strategy, management strengths, financial performance and forward-looking projections, valuation, and terms. Due diligence on co-investment deals will conclude with a comprehensive written report detailing the above-mentioned areas and a review of investment merits and risks.

• Strategic Review and Asset Allocation: Assessment and recommendations regarding DFC's Investment Funds program, portfolio performance, processes, and products, and forward-looking strategic plan and overall market assessment.

• Process and Organization Review: Review of OIF organization and process and recommendations in keeping w/ industry standards.

• Portfolio Construction: Assist DFC in analytical support regarding portfolio construction, performance, allocation and diversification considerations.

• Customer Survey: Survey of GP's and/or LP's as requested

• Product assessment: Assessment of market acceptance of DFC's products for Investment Funds, including its revised terms and insurance for LP's.

• Identify Aligned U.S. investors: Help DFC identify like-minded U.S. institutional investors with an appetite for emerging markets private equity investing and assess their interests and perceptions of risk and return with the goal of making them aware of DFC products, funds, and activities in emerging markets.

• Sector Research and Investigation into Liquidity Matters Related to Distressed Funds: Activities may include but are not limited to travel to country, interviews with portfolio companies, interviews with fund managers, on-site research of sector and ecosystem, investigation of secondary market opportunities, among others. Advisor to provide recommendations as needed.

B. DESCRIPTION OF SERVICES REQUIRED

The services required for individual IDIQ Task Orders Due Diligence reviews of specified Fund Managers and Fund Proposals as assigned may include some or all of the following:

TASKS OTHER REQUIREMENTS

Review of proposals submitted online by pool of applicants ("Candidates"); As assigned, DFC may require a Scoring Matrix and/or

Summary Reviews of select Candidates

DFC may provide a specified number of proposals for initial review

Provision and/or review of Secondary Questionnaires provided to Fund Managers

On site and/or virtual due diligence of Fund Managers as assigned in conjunction with Investment Funds team members and other DFC staff

May require overseas travel w/ DFC Investment Funds team

Final Report and Recommendation to DFC Evaluation Committee and Investment Funds Team and participation as a resource at DFC

Evaluation Committee meetings

May require travel to Washington, DC

The services required for individual IDIQ Task Orders for Strategic Due Diligence of Direct Equity Investments and other research as requested may include some or all of the following:

ASSIGNMENT REQUIREMENT

Direct Equity Investments: Due diligence on direct equity investment opportunities which may include in-depth analysis on company strategy, management strengths, financial performance and forward-looking projections, valuation, and investment terms. Direct equity investment projects will conclude with a comprehensive written report detailing the above-mentioned areas, detailed reference checks, and a review of investment merits and risks.

The services required for individual IDIQ Task Orders for Strategic Plan, Portfolio Construction, Program Assessment, Client Survey, and other research as requested may include some or all of the following:

ASSIGNMENT REQUIREMENT

Co-investment: Due diligence on co-investment opportunities which may include in-depth analysis on company strategy, management strengths, financial performance and forward-looking projections, valuation, and investment terms. Co-investment projects will conclude with a comprehensive written report detailing the above-mentioned areas, detailed reference checks, and a review of investment merits and risks.

Strategic Review: Assessment and recommendations regarding DFC's Investment Funds program, portfolio performance, processes, and products, and forward-looking strategic plan and overall market assessment.

DFC to provide underlying data

Portfolio Construction: Assist DFC in analytical support regarding portfolio construction, performance, allocation and diversification considerations.

DFC to provide underlying data

Customer Survey: Survey of GP's and/or LP's as requested

Product assessment: Assessment of market acceptance of TUF;

levered facility; insurance for investment funds product

Process and Organization Review: Review of OIF organization and process and recommendations in keeping w/ industry standards

Market survey of potential US LP interest: Identify US investors with an appetite for emerging markets private equity investing and assess their interest and perception of risk and return and awareness of DFC's products, funds, and activities in emerging markets.

Sector research and investigation into liquidity matters related to distressed funds: Activities may include but are not limited to travel to country, interviews with portfolio companies, interviews with fund managers, on-site research of sector and ecosystem, investigation of secondary market opportunities, among others.

Section E - Inspection and Acceptance Terms

Inspection and Acceptance

SECTION E

INSPECTION AND ACCEPTANCE

E.2 PLACE OF ACCEPTANCE

(a) The Contracting Officer Representative (COR) or the duly authorized representative will accept services to be provided under each individual Task Order.

(b) The place of acceptance will be specified in each individual Task Order. The Contractor shall coordinate with the COR regarding the manner in which the services are to be performed. The COR will review any written work product prior to such document being finalized or delivered by the Contractor.

E.3 ACCEPTANCE CRITERIA

The Contractor shall provide deliverables that are responsive to the performance work statement and that meet the general acceptance criteria outlined. The deliverables shall be provided to the COR for dissemination to DFC subject matter expert(s) for review and comments. Final inspection and acceptance of all work performed, work products and other deliverables, will be performed by the COR. All Contractor-produced documents and documentation (work products) shall meet the following general acceptance criteria. Final inspection and acceptance of all work performed, reports and other deliverables will be performed at the place of delivery by the COR.

a. Clarity: Work products and technical content shall be relevant and unambiguous and shall adhere to accepted elements of style. Presentations shall be easy to understand and be relevant to the supporting narrative.

b. Adherence to Requirements: Work products must satisfy the requirements of the work required under each individual IDIQ Task Order and must contribute to the overall success of the tasks.

c. Format: Work products and deliverables shall be submitted in the format specified in the Deliverables section of the IDIQ and/or IDIQ Task Order (if applicable), or as specified by the COR. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products incompatible with Microsoft Office Suite products.

d. Completeness: Work products and deliverables shall be comprehensive and appropriately developed (i.e., have all parts or elements).

e. Timeliness: Work products and deliverables shall be available at the time required and generated on or before specified and mutually agreed to due dates or in accordance with a later mutually agreed to scheduled date.

f. Communication: Communication with client/customers shall be professional, clear, and concise. Communication, both verbal and non-verbal, always maintains the goal of working toward positive solutions.

g. File Documentation shall be organized and free of errors.

h. Significant Deficiencies - Work products shall be free of significant deficiencies. Significant deficiencies are findings by reviewing officials of serious omissions, inaccuracies, noncompliance with legal requirements and standards, and failures to adhere to review protocols and accepted procedures. Examples of significant deficiencies include, but are not limited to the following:

i. Omission of required documents.

ii. Documents that do not conform to approved standards for content and format.

iii. Review packages that are not organized.

iv. Documents with material errors or inadequacies.

v. Review packages with record of required reviews and approvals.

(End of Section E)

Section F - Delivery or Performance

Deliveries or Performance

SECTION F

DELIVERIESORPERFORMANCE

F.1 PERIODOFPERFORMANCE

(a) Periods of Performance on individual Task Orders may include options periods. Options are exercised at the discretion of the Government and there is no guarantee that the options will be exercised on any or all of the awarded task orders.

If an option is exercised, the period of performance shall be extended through the end of that option period.

(b) Task orders for the minimum order amount will be issued with a 1-year period of performance. All other periods of performance will be specified at task order award but will not exceed a total of three (3) years inclusive of option periods. Task orders placed within the last twelve (12) months of the IDIQ ordering period will not exceed two (2) years inclusive of options.

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217-9.

(End of clause)

F.1 DELIVERY

The services required under each individual task order shall be delivered and received at the destination within the time frame specified in each order.

F.2 PLACEOFPERFORMANCE

The services provided under the IDIQ Task Orders will be completed off-site. Some meetings will require a visit to the DFC Headquarters that is located at:

1100 New York Avenue, NW Washington DC 20527

F.3 NOTICETOTHEGOVERNMENTOFDELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the IDIQ CO and the TO COR, in writing. This notification shall give pertinent details, but this data shall be informational only in character; this notice requirement shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.4 DELIVERABLES

(a) All applicable task order deliverables and their required delivery dates, destination of delivery, and schedule for completion of work to be performed, will be specified in task orders issued under this contract, as applicable.

(b) For purposes of delivery, all deliverables shall be made by close of business (COB) 4:00 P.M. local time at destination, Monday through Friday, unless stated otherwise in the task order.

(c) All deliverables submitted in electronic format shall be Section 508 Compliant and free of any known computer virus or defects. If a virus or defect is found, the initial deliverable will not be accepted. The Contractor shall provide a replacement file within one (1) business day after notification.

(d) Any failure of the Contractor to adhere to a delivery schedule or a deliverable requirement may be reflected in the Contractor Performance Assessment Report (CPAR).

(e) The following table provides a summary of routine reporting requirements.

ReportDescription NumberofCopies DueDates

QuarterlyTaskOrderProgress Report(Section F.4.1)

1-IDIQ CO

1-TO COR

On the 10th of the month following the end of the FY quarter

AnnualReviewDocuments DueDates

TechnicalCapabilityReport

(Section F.4.2)

1 – IDIQ CO

1 – COR

270 days after IDIQ award and annually thereafter

As requested by the IDIQ CO

F.4.1 Quarterly Task Order Progress Report The Contractor shall provide a Quarterly Task Order Progress Report, which lists all active task orders and task order modifications. The report is due by the 10th calendar day of the month following the end of the fiscal year quarter, January 10th, April 10th, July 10th, and September 10th. If the 10th calendar day falls on a weekend or holiday, the report is due the following business day. The Quarterly Task Order Progress Report shall be provided in Adobe electronic format and emailed to the IDIQ CO and COR. The subject line of the email shall be annotated with - Quarterly Task Order Progress Report; QX, 202X. (state the quarter andyear). Additional report recipients, content, and due dates may be identified in individual task orders.

F.4.2 Annual Technical Capability Report

The Contractor shall provide an Annual Technical Capability Report, 270 days after IDIQ award and annually thereafter.

The CO will use the report to determine if any investment advisory service categories will be added or removed from the Contractor's IDIQ SOW. The Technical Capability Report shall include the following:

i. Technical Capability Statement- statement that describes any added ability to perform service category(ies) not on the IDIQ holder's SOW. The Contractor shall describe its breadth and depth of experience and qualifications performing the requirements of the SOW. The statement shall also identify any categories on the IDIQ SOW the Contractor can no longer perform.

ii. Current list of regions and sub-regions where the Contractor is capable of performing the services in their IDIQ. The Contractor shall note any regions added or removed since IDIQ establishment.

iii. List of sectors where Offeror is capable of performing the services in their IDIQ. The Contractor shall note any sectors added or removed since IDIQ establishment.

(EndofSectionF)

Section G - Contract Administration Data

The following clauses are deleted:

Clauses incorporated by reference

Article Number Reference Text 52.243-2 52.243-2 Changes-Cost-Reimbursement (AUG 1987)

52.243-1 52.243-1 Changes-Fixed Price (AUG 1987)

52.243-3 52.243-3 Changes-Time-and-Materials or Labor-Hours (SEPT 2000)

52.232-17 52.232-17 Interest (MAY 2014)

52.232-18 52.232-18 Availability of Funds (APR 1984)

52.232-20 52.232-20 Limitation of Cost (APR 1984)

52.232-22 52.232-22 Limitation of Funds (APR 1984)

52.232-25 52.232-25 Prompt Payment (JAN 2017)

52.232-33 52.232-33 Payment by Electronic Funds Transfer-System for Award Management (OCT 2018)

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (AUG 2012) The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative:

(a) Hourly rate.

(1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(i) Performed by the Contractor;

(ii) Performed by the subcontractors; or

(iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed.

(3) The hourly rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted not more than once every two weeks, to the Contracting Officer or authorized representative.

A small business concern may receive more frequent payments than every two weeks. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by--

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or

(iii) Other substantiation approved by the Contracting Officer.

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative.

(7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests. The Contracting Officer may require a withhold of 5 percent of the amounts due under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph

(g) of this clause.

(8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(b) Materials.

(1) For the purposes of this clause-

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and

(D) Applicable indirect costs.

(2) If the Contractor furnishes its own materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(i) Quantities being acquired; and

(ii) Actual cost of any modifications necessary because of contract requirements.

(3) Except as provided for in paragraph (b)(2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor-

(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract. The Contracting Officer will determine allowable costs of materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(5) The Contractor may include allocable indirect costs and other direct costs to the extent they are-

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices; and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.

(6) To the extent able, the Contractor shall-

(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons. The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government.

(7) Except as provided for in 31.205-26(e) and (f), the Government will not pay profit or fee to the prime Contractor on materials.

(c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(e) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract.

When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the "completion voucher" and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph

(g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 120 days (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(1) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor.

(2) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(h) Interim payments on contracts for other than services.

(1) Interim payments made prior to the final payment under the contract are contract financing payments. Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(i) Interim payments on contracts for services. For interim payments made prior to the final payment under this contract, the Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(End of clause)

Contract Administration Data

SECTIONG

CONTRACTADMINISTRATIONDATA

G.1 ACCOUNTINGANDAPPROPRIATIONDATA

Accounting and appropriation data for obligations under the contract will be set forth in individual task orders.

G.2 PRIMARYGOVERNMENTROLESANDRESPONSIBILITIES

The following subsections describe the roles and responsibilities of individuals and authorized users who will be the primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information. The Government reserves the right to unilaterally change any of these individual assignments at any time.

G.2.1 Government Personnel

G.2.1.1 CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, 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. Only the CO has the authority to: (1) authorize any changes in the performance work statement; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this IDIQ; or (5) otherwise change any terms and conditions of this IDIQ.

Communications pertaining to IDIQ administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be affected without a supplemental agreement (IDIQ modification) executed by the CO authorizing such changes.

The Contracting Officer for the IDIQ contract is:

Mital Pancholi

Sr. Contracting Officer (CO) - Acquisition

U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW

Washington, DC 20527

+1 202.336.7943

Mital.Pancholi@dfc.gov

G.2.1.2. CONTRACTING OFFICER'S REPRESENTATIVE (COR) FOR THE IDIQ

Jennifer Grimaldi will be designated as the Contracting Officer's Representative (COR) for the IDIQ. DFC may change mailto:Mital.Pancholi@dfc.gov the COR at any time without prior notice to the Contractor by a unilateral modification to the IDIQ. The COR for OIF is:

Jennifer Grimaldi

Contracting Officer's Representative (COR)

U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW

Washington, DC 20527

+1 202.336.8785

Jennifer.Grimaldi@dfc.gov

The COR for OEI is:

Davy Leghorn

Contracting Officer's Representative (COR)

U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW

Washington, DC 20527

+1 202.357.3927 davy.leghorn@dfc.gov

The COR serves as technical liaison between DFC and the Contractor with respect to the IDIQ. The COR is also responsible for the acceptance of all deliverables for the IDIQ specified in Section F6, and such other responsibilities as may be specified in the IDIQ.

The COR is not authorized to make any commitments or otherwise obligate DFC or authorize any changes, which affect the IDIQ pricing, terms or conditions. Any Contractor's request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the expressed prior authorization of the CO.

G.2.1.3 COR FOR THE IDIQ TASK ORDERS

The COR for each IDIQ Task Order will be designated at the time Task Order is awarded.

G.2.1.4 LIMITATION OF AUTHORITY

Questions relating to the terms of the IDIQ or IDIQ Task Orders shall be addressed to the CO. No written or oral statement of the COR shall serve as a basis for modification of the terms of the IDIQ or any IDIQ Task Order, unless confirmed in writing by the CO.

If the COR, or any other DFC employee requests the Contractor to provide services which are outside the scope of the IDIQ or IDIQ Task Orders, the Contractor should promptly advise the CO immediately, preferably in writing if time permits. Note that providing services outside of this IDIQ or IDIQ Task Orders could result in nonpayment for those services.

G.3 EVALUATIONOFCONTRACTORPERFORMANCE

Past performance information is relevant for task order source selection purposes. It includes, but is not limited to: the Contractor's record of conforming to contract requirements and to standards of good workmanship; the Contractor's adherence to contract schedules, including the administrative aspects of performance; execution within cost/price; the Contractor's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor's business-like concern for the interests of the customer.

(a) Purpose - In accordance with FAR 42.1502(d), the Contractor's performance will be periodically evaluated by the Government in the Contractor Performance Assessment Reporting System (CPARS) at https://www.cpars.gov/. The Contractor's performance on each IDIQ and on task orders that exceed the simplified acquisition threshold will be evaluated annually. CPARS is a web-enabled tool to evaluate the Contractor's performance and for the Government and Contractor to review, comment on, and approve evaluations.

(c) Evaluators - The performance evaluation may be completed by the CO, OCO, COR, TO COR, task order Contract Specialist, or Technical Representatives, as required.

(d) Performance Evaluation Factors - The Contractor's performance will be evaluated in accordance with the factors as defined in CPARS.

(e) Contractor Review - A copy of the evaluation will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor shall submit comments, rebutting statements, or additional information to the reviewing official within 30 calendar days after receipt of the evaluation. The tool can be accessed at http://www.cpars.csd.disa.mil. The Contractor will be allowed thirty (30) calendar days to submit mailto:Jennifer.Grimaldi@dfc.gov mailto:davy.leghorn@dfc.gov mailto:davy.leghorn@dfc.gov comments, rebutting statements, or additional information. Comments, if any, shall be retained as part of the evaluation record. The completed evaluation shall not be released to other than Government personnel.

(f) Resolving Disagreements between the Government and the Contractor - Disagreements between the parties regarding the evaluation will be reviewed at a level above the Contracting Officer. The ultimate conclusion on the performance evaluation is a decision of the contracting agency. Copies of the evaluation, Contractor's response, and review comments, if any, will be retained as part of the evaluation.

(g) Release of Contractor Performance Evaluation Information - The completed evaluation will be available to Government source selection personnel through the Past Performance…