77344423Q0019.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

DFC

Washington DC 20527 1100 New York Ave., NW

DFC

CODE 16. ADMINISTERED BYCODE

X

X

523940

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORDFC

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

08/14/2023 1700 ET

07/20/2023

(202) 754-6240Mariaah Daniel (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

77344423Q0019

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 50 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20527 1100 New York Ave., NW

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$47

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

DFC

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This is a request for quote (RFQ) for Direct Equity Consultant Services as identified in the statement of work (SOW).

From this solicitation at least one multiple-award Indefinite-Delivery Indefinite Quantity (IDIQ) contract will be issued for one or more task areas. There are a total of five task areas and include:

Task 1: Financial/Tax (Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

Melissa Hergenrader

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Task 2: Environmental and Social (E&S)

Task 3: Technical/Engineering

Task 4: Technology Systems/Platform

Task 5: Commercial/Market Landscape

The ordering period for these IDIQ contracts will consist of five (5) years to commence on the date of award.

Period of Performance: 09/30/2023 to 09/29/2024

0001 Task 1: Financial/Tax services as identified in the statement of work (SOW).

0002 Task 2: Environmental and Social (E&S) services as identified in the statement of work (SOW).

0003 Task 3: Technical/Engineering services as identified in the statement of work (SOW).

0004 Task 4: Technology services as identified in the statement of work (SOW).

0005 Task 5: Commercial/Market Landscape services as identified in the statement of work (SOW).

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

50 2 of

C - Description/Specifications G - Contract Administration Data I - Contract Clauses K - Representations, Certifications, and Other Statements of Bidders L - Instructions,Conditions, and Notices to Bidders M - Evaluation Factors for Award

C - Description/Specifications

STATEMENT OF WORK

Statement of Work (SOW) U.S. International Development Finance Corporation (DFC) Project Title: Office of Equity & Investment Funds (OEIF) Direct Equity

GENERAL INFORMATION

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.

1.0 BACKGROUND

DFC’s Office of Equity & Investment Funds (OEIF) department of Direct Equity requires multiple contractors to help evaluate and provide due diligence for specific direct equity transactions. The contractor shall aid and advise DFC in the specific work areas in the proceeding paragraphs.

2.0 SCOPE

DFC is issuing a Multiple-Award Indefinite Delivery, Indefinite Quantity Contract (IDIQ) with a value of $7.5 million to procure contractor services to assist in financial services, environmental/social services, information technology, engineering, and technical support on one or more of the tasks listed below. DFC requires multiple contractors who can perform work in one or several areas including financial, tax, accounting, information technology, market landscape, environmental, social and governance (ESG), technical/engineering, and commercial due diligence, specific to emerging markets in Latin America, Africa, Asia, Central/Eastern Europe, and other DFC eligible countries.

3.0 REQUIREMENTS

Task 1: Financial/ Tax Evaluate company accounting, tax, and financial performance. This may include but is not limited to:

business overview and background; the integrity of financial information and statements (forensic accounting) such as revenue recognition, quality of earnings, expense recording, etc.; historical financial performance review; assessment of key financial items such as margins, working capital, debt, capital expenditures, fixed assets, etc.; related party transactions, commitments and contingencies, company valuation, financial modeling, validation of tax assumptions, evaluation of tax reporting compliance, and potential tax liabilities or assessments. Output includes a written report on summary of findings and recommendations.

Task 2: Environmental and Social (E&S) Evaluate E&S and other policies and procedures of a company to evaluate compliance with International Finance Corporation (IFC) Performance Standards, DFC Environmental and Social Policies and Procedures, and national and local regulations. This may include but is not limited to: reviewing permits/approvals for operations; assessing a company's implementation, monitoring, and reporting on E&S; identifying areas of Environmental, Health, and Safety (EHS) risk; evaluating supply chain management plans and implementation, determining industry and company-specific E&S risk and mitigations. Output includes a written report on summary of findings, performance benchmarking, and recommendations.

Task 3: Technical/Engineering

Evaluate technical and engineering aspects of investments specific to the sector (e.g., renewable energy, healthcare, ICT, etc.). This may include but is not limited to: technical design and capabilities of system;

operations and maintenance; company technical team capabilities and organization; safety and performance; analytic capabilities; supplier contracts and procurement; review of technical operations;

competitiveness of product/system in terms of cost, performance; assessment of capital and operating expenditures, forecasts and reasonableness of projections and achievability, etc. Output includes a written report on a summary of findings and recommendations.

Task 4: Technology Systems/Platform Evaluate technology platform, product development, scalability, performance, features, and capabilities.

This may include but is not limited to: technology roadmap and product alignment with strategy; security, threats, and data integrity; tech team capability; internal processes (task management, delivery methodology, software testing, incidents management); system architecture (application/infra design, service availability, security); customer user experience/user interface (UX/UI); data capture process;

technology risk and threats; cost-effectiveness; product operations such as user flow, service/support, and industry compliance. Output includes a written report on a summary of findings, and recommendations.

Task 5: Commercial/Market Landscape Evaluate company business/commercial fundamentals and market landscape. This may include but is not limited to: market growth and key trends; assessment of customer base quality, concentration, purchase behavior, unit economics, etc.; competitive landscape and positioning; supplier relationships; product analysis; customer and product margin analysis and sustainability; channel checks with customers, suppliers, and competitors; business plan review and assessment; avenues for potential exit of investment.

Output includes a written report on a summary of findings and recommendations.

4.0 Key Personnel

Resumes and team member profiles and qualifications will be required at the Task Order level.

5.0 QUALITY CONTROL PLAN

The contractor shall develop and maintain an effective Quality Control program to ensure services are performed in accordance with this SOW. The quality control plan shall address the contractors’ quality surveillance techniques.

6.0 DELIVERABLES

DFC IDIQ requires the following deliverables as outlined in 4.0 Requirements. Task Orders will specify additional deliverables.

Number Deliverable Due Dates 1 Kickoff meeting Task Order

2 Periodic progress meetings Task Order (weekly / bi-weekly)

3 Reports Task Order

7.0 TRAVEL

Although the Government does not anticipate a routine need for travel, contractors may be required to perform travel CONUS or OCONUS to provide services as requested by the COR and approved in advance. Local travel/commuting area is considered 50 miles or less from the normal place of business.

Long distance is considered 50 miles or more. Long distance travel must be approved by the contract Contracting Officer’s Representative (COR) prior to booking, inclusive of dates, itinerary, and projected costs, and must be made in accordance with the Federal Travel Regulations (FTR). No travel can take place without written sign off by the contract COR. The Contractor shall be responsible for obtaining all passenger transportation, lodging, and subsistence. Reimbursement of travel costs will be IAW FAR 31.205-46, Travel Costs. Costs for transportation, lodging, meals and incidental expenses incurred by the Contractor are allowable subject to FAR 31.205-46 and Federal Travel Regulation (FTR). The Contractor shall provide a request for travel with cost estimate to the TO COR for approval prior to commencement of travel. Requests for travel shall include the following information:

1. Name of traveler

2. Dates of travel

3. Destination(s)

4. Purpose of travel

5. Estimated transportation costs

6. Estimated lodging expense

7. Estimated meals and incidental expenses

8. Other expenses Reimbursable travel shall not be conducted prior to the appropriate funding being added to the TO, if applicable.

8.0 PLACE OF PERFORMANCE

The place of performance will be determined at the Task Order level and may include remote or on-site work.

9.0. HOURS OF OPERATIONS

DFC standard hours of operation are Monday - Friday, 9 AM – 5 PM.

RECOGNIZED HOLIDAYS. The contractor is not required to perform services on the dates of observance of the Federal Holidays listed below.

New Year’s Day Birthday of Martin Luther King Jr.

Inauguration Day (every 4 years) Washington’s Birthday/President’s Day Memorial Day Juneteenth National Independence Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day

10.0 Ordering Period

The term of the IDIQ ordering period is five (5) years from date of award excluding any extensions to the ordering period under the authority of FAR Part 52.217-8.

11.0 Contract Type

This is a multiple award Indefinite-Delivery, Indefinite Quantity (IDIQ) vehicle that allows for task orders to be issued on either Firm Fixed Price (FFP), and/or Labor Hours (LH) basis. Task orders may also combine more than one pricing arrangement (e.g., FP/LH, etc.), although separate contract line-item numbers (CLINs) are required for each pricing arrangement. Orders may be funded via traditional SF1449 contract-orders, or through payment via a government purchase card. Pricing structure should be the same regardless of payment method.

12.0 MINIMUM CONTRACT GUARANTEE AND MAXIMUM CONTRACT CEILING

The minimum guaranteed award amount for this IDIQ contract is $1,000.00 per contract for the full term of the Master Contract. The Government has no obligation to issue task orders to the contractor beyond the minimum guaranteed award amount. The minimum guaranteed award amount is not applicable if the IDIQ is terminated for default, unilaterally canceled at the request of the contractor, contractor non-compliance, novation, or otherwise determined by the Contracting Officer.

The maximum dollar ceiling is $7,500,000.00. There is no maximum dollar ceiling for each individual task order. An unlimited number of task orders, at any dollar value, may be placed.

13.0 TASK ORDER PRICING

Fair and reasonable pricing will be determined specific to the task order requirement. Pricing structure is dependent upon level of competition for the specific need, known project risks, understanding of project 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 which will be competed among qualified IDIQ awardees. 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.

14.0 OTHER DIRECT COSTS

Other Direct Costs (ODCs) are established on a cost-reimbursement basis as appropriate depending on contract type. They include travel costs, filing and registration fees, printing and binding expenses, and other allowable costs as described in FAR Part 31. 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.

15.0 NON-PERSONAL SERVICES

No personal services, as defined by subpart 37.104 of the FAR shall be performed under the IDIQ. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer.

16.0 ORDERING PROCESS

(a) General. DFC shall use the procedures in this subsection when ordering services established by the IDIQ contracts. Individual orders off the IDIQ may have more than one of the service categories.

(b) Fair Opportunity. Fair Opportunity is the process of considering IDIQ awardees for orders IAW FAR Part 16.505 procedures. The Contracting officer must provide each awardee a fair opportunity to be considered for each order exceeding $3,500, but below the Simplified Acquisition Threshold.

(c) Past performance. 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.

(d) Technical Capability. These qualifications will be considered in addition to price during the fair opportunity process. They include but are not limited to the following:

1. experience and professional qualifications of the firm to perform services for a specific project;

2. experience and professional qualifications of the firm's staff to perform services for a specific project;

3. performance record of the firm under the IDIQ

4. firm's capacity to perform additional services .

(e) Performance Work Statements (PWS). All PWSs shall include a description of work to be performed;

location of work; period of performance; deliverable schedule; applicable performance standards; and any special requirements (e.g. travel, special knowledge). To the maximum extent practicable, DFC requirements shall be performance-based statements.

(f) Ordering Procedures

1. Task Orders at, or below, $3,500. DFC may place orders at, or below, $3,500 threshold with any IDIQ contractor that can meet the agency's needs. The CO should attempt to distribute orders among contractors, as appropriate.

2. For orders exceeding the micro-purchase threshold, but not exceeding the simplified acquisition threshold. If the order does not exceed the simplified acquisition threshold, the CO need not contact each of the IDIQ awardees.

i. Project Requirements – The government shall clearly describe all services to be performed or supplies to be delivered so the full cost or price for the performance of the work can be established when the order is placed. Orders shall be within the scope, issued within the period of performance, and be within the maximum value of the contract., in accordance with FAR 16.505 (a)(2).

ii. Request for Task Order Quotation (RTOQ) - CO sends a RTOQ to the selected IDIQ holders with a statement of work, evaluation criteria, and submission instructions.

3. For proposed orders exceeding the simplified acquisition threshold. Task Orders Over the Simplified Acquisition Threshold: For orders within an IDIQ holder's PWS, each awardee will be given fair notification of intent for orders exceeding the Simplified Acquisition Threshold in accordance with FAR 16.505(b)(1)(iii). A Request for Task Order Quote (RTOQ) will be provided to all Contractors unless supported by a written determination that one of the circumstances described at FAR16.505(b)(2)(i) applies to the order and the requirement is waived on the basis of a justification that is prepared in accordance with FAR 16.505(b)(2)(ii)(B).

4. Request for Task Order Quotation procedures. The ordering activity must provide the Request for Quotation (RFQ), which includes the statement of work and evaluation criteria (e.g., experience and past performance), to IDIQ contractors.

i. Request for Task Order Quote Process: RTOQs will include, at a minimum, the following:

Date Issued Response Due Date and Time Task Order PWS Period of Performance Instructions to Offerors Evaluation Criteria Clauses Incorporated at the RTOQ Level: as applicable clauses (not an all-inclusive list):

a. FAR 52.217-5, Evaluation of Options

b. FAR 52.217-8, Option to Extend Services

c. FAR 52.217-9, Option to Extend the Term of the Contract

d. FAR 52.232-18 Availability of Funds

e. FAR 52.232-19 Availability of Funds for The Next Fiscal Year (Apr 1984)

(g) IDIQ holders are expected to participate in the competition of each RTOQ under the contract.

If contractor chooses not to participate, a no quote acknowledgment is required. Contractors will have between three (3) to ten (10) business days to respond to the RTOQ depending on the urgency and complexity of the Statement of Work.

(i) In the event issues pertaining to a proposed task order be resolved to the satisfaction of the CO, the CO reserves the right to cancel the RTOQ. In such event, the Contractor(s) shall be notified in writing of the OCO's decision. This decision is final and conclusive and shall not be subject to the "Disputes" clause or the "Contract Disputes Act."

17.0 ON-RAMPING PROCEDURE

The Government reserves the right to "on-ramp" additional firms in the event of an awardee's loss of technical capability after award of the IDIQ contract. The Government may also on-ramp to meet DFC's small business contracting goals or to add capabilities in one or more categories. The minimum contract requirements, the technical acceptability standards, evaluation factors, solicitation terms and conditions, price reasonableness, and basis for award shall remain in full force and effect for each new proposal.

Upon award of each additional contract, the Government shall notify all present Contractors of the award, and the new Contractor shall be given the same fair opportunity for task order awards.

18.0 RESTRICTIONS AGAINST DISCLOSURE

The Contractor agrees, in the performance of this agreement, to keep in strict confidence the information furnished by DFC and designated by the COR as public materials and information unless otherwise specified. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a need to know basis.

The Contractor agrees to immediately notify the CO in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement. The Contractor agrees that it will not disclose any information described in this section to any persons or individual unless prior written approval is obtained from the CO. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

19.0 CONFLICT OF INTEREST

Prior to commencing work on a task order, Contractors shall submit a copy of Certain Obligations Regarding Potential Conflicts of Interest and Acknowledgements, signed by the Program Manager on behalf of the firm. Each contractor employee assigned to a Task Order shall submit a signed acknowledgment prior to commencing work.

20.0 RIGHTS TO INFORMATION

DFC considers knowledge management a critical aspect of its ongoing ability to service its end-users. All notes, written reports and other documentation developed in the performance of this requirement will become the sole property of DFC.

Material can be turned over electronically, except for transaction documents with original signatures, in which case DFC requires turnover of original documents. The Contractor bears all costs of shipping and returning documents.

21.0 SUBCONTRACTING PLAN (Applicable to Large Businesses Only) In accordance with FAR 19.702, Large Business Offerors shall submit a Small Business Subcontracting Plan, for acceptance by the Contracting Officer. Large businesses shall make a good faith effort to comply with the requirements of the plan. As stated in 15 U.S.C. 637(d)(9), any contractor or subcontractor failing to comply in good faith with the requirements of the subcontracting plan is in material breach of its contract.

Women-owned and/or regional based counsel in the country of the DFC project shall be given preference for work subcontracted to foreign firms. The subcontracted effort must be comprised of meaningful work under the statement of work within the task orders. The Subcontracting Plan should not include specific names of prospective subcontractors. The subcontracting plan must state that the proposal goals are based on total planned subcontracted dollars. The proposed goals should be expressed as percentages only, not dollar values. The reporting of the actual subcontracting information experienced under the IDIQ contract will occur in the Electronic Subcontracting Reporting System (eSRS) in accordance with FAR 52.219-9. This reporting is applicable to large business prime contractors.

G - Contract Administration Data

CONTRACT ADMINISTRATION AND MANAGEMENT

The contractor shall establish workflow processes and assign appropriate resources to effectively administer the contract in accordance with the price and schedule outlined in the document. The contractor shall respond to Government requests for contractual actions in a timely fashion. The contractor shall have a single point of contact between the Government and Contractor personnel assigned to support contract. The contractor shall assign all work effort directly to its staff and maintain proper and accurate time keeping records of personnel assigned to work on the requirement. This information must be made available to the contract COR, upon request, if deemed necessary in the CORs responsibilities to monitor performance.

A. Personnel Administration (if applicable)

The contractor shall provide the following management and support as required: The contractor shall provide for employees during designated Government non- work days or other periods where Government offices are closed due to weather or security conditions and the contractor employee is unable to telework/work remotely. The contractor shall maintain the currency of their employees by providing initial and refresher training as required to ensure subject matter expertise to meet the PWS requirements, this also includes basic "Kickoff" training to ensure each contractor employee understands the tasks and deliverables required for them as outlined on the contract. The contractor shall make necessary travel arrangements for employees if the contract involves travel. The contractor shall provide necessary infrastructure to support contract tasks.

The contractor shall provide administrative support to employees in a timely fashion (time keeping, leave processing, pay, emergency needs).

B. Subcontract Management

If contractor is using subcontractors to complete the work of this contract, the contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. DFC maintains privity of contract with the prime contractor only. The prime contractor will manage work distribution to the subcontractor to ensure there are no Organizational Conflict of Interest (OCI) considerations.

C. Performance Management

The contractor shall assign one individual the centralized responsibilities for performance management on the contract. This individual shall be responsible for the on-time, high quality completion of the deliverables defined in the contract. For small contractor, this may be the one individual performing the work on the contract, while for large contract this may involve being responsible for coordinating internal teams and activities associated with the deployment of the services; providing internal communication of project schedule and status; and coordinating meetings and other joint activities between the Parties. This individual ensures the contract always has adequate staffing resources appropriately qualified in the areas of expertise to meet the project requirements and established schedules. The contractor is responsible for monitoring performance on the contract throughout its duration, and alerting the DFC COR at first awareness of any issues that may affect contract performance/schedule alongside any recommendation for corrective action to solve the issue. The contractor is responsible for alerting the COR and Contracting Officer (CO) immediately at first awareness of any issue in the performance of the contract that is likely to result in the need for a change order (due to anticipated additional costs or the need to extend the contract period of performance). The contractor is not permitted to work on any work identified as likely to result in a change order until conversing with both the COR and CO, and after a modification to reflect the needed changes has been made to the contract by the CO. The COR is not authorized to approve of work that may result in a change order, only the CO is authorized to allow it.

GOVERNMENT TECHNICAL MONITOR

CONTRACTING OFFICER'S AUTHORITY

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

Notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. Only the CO has the authority to: (1) direct or negotiate any changes in the SOW or PWS; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; or (5) otherwise change any terms and conditions of this contract Melissa Hergenrader is the Contracting Officer (CO) for this contract. Communications pertaining to contract administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be affected without a Supplemental Agreement (contract modification) executed by the CO authorizing such changes.

The Contracting Officer's contact information is:

Name: Melissa Hergenrader

U.S. International Development Finance Corporation

1100 New York Ave, NW

Washington, D.C. 20527

E-mail: Melissa.Hergenrader@dfc.gov

CONTRACTING OFFICER'S REPRESENTATIVE (COR)

Davy Leghorn is hereby designated as the Contracting Officer's Representative (COR). The

Government may change the COR at any time without prior notice to the Contractor by a unilateral modification to the Contract.

The COR is located at:

U.S. International Development Finance Corporation

1100 New York Ave, NW

Washington, D.C. 20527

E-mail: Davy.Leghorn@dfc.gov

GOVERNMENT TECHNICAL MONITOR (GTM)

Eunice Park is hereby designated as the Government Technical Monitor (GTM). The

Government may change the GTM at any time without prior notice to the Contractor by a unilateral modification to the Contract.

The GTM is located at:

U.S. International Development Finance Corporation

1100 New York Ave, NW

Washington, D.C. 20527

E-mail: Eunice.Park@dfc.gov

(1) The COR and GTM are not authorized to make any commitments or otherwise obligate the Government or authorize any changes, which affect the Contract price, terms or conditions. Any Contractor 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 Contracting Officer.

CONFIDENTIALITY

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

A. Confidential information, as used in this clause, means: (1) Information or data of a personal nature, proprietary about an individual or (2) information or data submitted by or pertaining to an institution or organization, provided that such information in (1) and (2) does not include information which is, or which becomes, public or information which becomes known to the Contractor on a non-confidential basis from a third party source.

B. If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

C. Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

D. Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

Notwithstanding the above, information which is required to be disclosed by law or legal process shall not be included as confidential information.

(End of Clause)

IDENTIFICATION BADGE/BUILDING PASS

Contract personnel will be given an DFC PIV cards at the time they enter on duty. The Contractor shall ensure that contract employees go through the DFC clearance process and return all PIV cards when contract employees are dismissed, terminated, or resign from the Contractor's employ, or when the contract ends

(End of Clause)

I - Contract Clauses

52.202-1 DEFINITIONS. (JUN 2020)

52.203-3 GRATUITIES. (APR 1984)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT

TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (DEC 2022)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (DEC 2022) - ALTERNATE I (NOV 2021)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES.

(MAR 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations

(NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[X] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

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

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved]

[ ] (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

111-117, section 743 of Div. C).

[X] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite- Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[ ] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[ ] (10) [Reserved]

[ ] (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[ ] (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ] (13) [Reserved]

[ ] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[ ] (ii) Alternate I (MAR 2020) of 52.219-6.

[ ] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[ ] (ii) Alternate I (MAR 2020) of 52.219-7.

[ ] (16) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C.

637(d)(2) and (3)).

[ ] (17)(i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C.

637(d)(4)).

[ ] (ii) Alternate I (NOV 2016) of 52.219-9.

[ ] (iii) Alternate II (NOV 2016) of 52.219-9.

[ ] (iv) Alternate III (JUN 2020) of 52.219-9.

[ ] (v) Alternate IV (SEP 2021) of 52.219-9.

[ ] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C.

644(r)).

[ ] (ii) Alternate I (MAR 2020) of 52.219-13.

[ ] (19) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[ ] (20) 52.219-16, Liquidated Damages-Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[ ] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C. 657f).

[ ] (22)(i) 52.219-28, Post-Award Small Business Program Rerepresentation (MAR 2023) (15 U.S.C. 632(a)(2)).

[ ] (ii) Alternate I (MAR 2020) of 52.219-28.

[ ] (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[ ] (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women- Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

[ ] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[ ] (26) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies

(DEC 2022) (E.O. 13126).

[X] (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[ ] (30)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

[X] (ii) Alternate I (FEB 1999) of 52.222-26.

[X] (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C.

4212).

[ ] (ii) Alternate I (July 2014) of 52.222-35.

[X] (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

[ ] (ii) Alternate I (July 2014) of 52.222-36.

[X] (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C.

4212).

[ ] (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.

chapter 78 and E.O. 13627).

[ ] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[X] (36) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O.

12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

[ ] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[ ] (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[ ] (40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[ ] (ii) Alternate I (OCT 2015) of 52.223-13.

[ ] (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (JUN 2014) of 52.223-14.

[ ] (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

[ ] (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[ ] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

[ ] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[ ] (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[X] (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[ ] (ii) Alternate I (JAN 2017) of 52.224-3.

[ ] (48)(i) 52.225-1, Buy American-Supplies (OCT 2022)) (41 U.S.C. chapter 83).

[ ] (ii) Alternate I (OCT 2022) of 52.225-1.

[ ] (49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC 2022) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103- 182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[ ] (ii) Alternate I [Reserved].

[ ] (iii) Alternate II (DEC 2022) of 52.225-3.

[ ] (iv) Alternate III (JAN 2021) of 52.225-3.

[ ] (v) Alternate IV (OCT 2022) of 52.225-3.

[ ] (50) 52.225-5, Trade Agreements (DEC 2022) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[ ] (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[ ] (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

[ ] (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

[ ] (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

[ ] (55) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

[ ] (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[ ] (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[X] (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT 2018) (31 U.S.C. 3332).

[ ] (59) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

[X] (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ ] (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[ ] (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[ ] (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

[ ] (ii) Alternate I (APR 2003) of 52.247-64.

[ ] (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

[ ] (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C.

chapter 67).

[ ] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[ ] (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

[ ] (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

[ ] (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations

(JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(v) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222-26, Equal Opportunity…