Attachment II - 1131PL24RDM51168 - Performance Work Statement Sections B thru E.pdf

Solicitation Number: 1131PL24RDM51168 Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

SECTION B – CONTINUATION OF SF-1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer/Contracting Officer Representative Office of Acquisition Management US Trade and Development Agency 1101 Wilson Blvd., Suite 1100 Arlington, VA 22209-3901

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made as follows:

a. Invoices shall be submitted to USTDA for payment via the Invoice Processing Platform (IPP), www.ipp.gov. IPP is a secure web-based electronic invoicing system provided by the US Department of the Treasury’s Bureau of the Fiscal Services in Partnership with the Federal Reserve.

http://www.ipp.gov/

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

SECTION C - CONTRACT CLAUSES

a. CLAUSES INCORPORATED BY REFERENCE

FAR 52.202-1 Definitions JUNE 2020 FAR 52.204-2 Security Requirements MAR 2021 FAR 52.204-25 Prohibition on Contracting for Certain NOV 2021

Telecommunications and Video Surveillance Services or Equipment.

FAR 52.204-26 Covered Telecommunications Equipment or OCT 2020 Services-Representation.

FAR 52.209-10 Prohibition on Contracting with Inverted Domestic NOV 2015 Corporations FAR 52.212-4 Contract Terms and Conditions--Commercial Items DEC 2022 FAR 52.228-3 Worker’s Compensation Insurance (Defense Base Act) JUL 2014 FAR 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 FAR 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

a. CLAUSES INCORPORATED BY FULL TEXT

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services. (FEB 2024)

(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 Covered Entities (DEC 2023) (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).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

(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:

_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).

__ (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.)

__ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712);

this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) ( Pub. L. 115–390, title II).

__ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition.

(DEC 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (DEC 2023) of 52.204–30.

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

_X_ (12) 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).

__ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C.

657a).

__ (16) 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).

__ (17) [Reserved]

__ (18) (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.

__ (19) (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.

__ (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) ( 15 U.S.C. 637(d)(2) and (3)).

__ (21) (i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) ( 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 2023) of 52.219-9.

__ (22) (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.

__ (23) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) ( 15 U.S.C.

637(d)(4)(F)(i)).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran- Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) ( 15 U.S.C. 657f).

__ (26) (i) 52.219-28, Post Award Small Business Program Rerepresentation (FEB 2024) ( 15 U.S.C. 632(a)(2)).

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

__ (27) 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)).

__ (28) 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)).

__ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

__ (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

_X_ (31) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

__ (32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (FEB 2024).

__X (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

__X (34) (i) 52.222-26, Equal Opportunity (SEP 2016) (E.O.11246).

__ (ii) Alternate I (FEB 1999) of 52.222-26.

_X_ (35) (i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (JUL 2014) of 52.222-35.

_X_ (36) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) ( 29 U.S.C.

793).

__ (ii) Alternate I (JUL 2014) of 52.222-36.

_X_ (37) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

_X_ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

_X_ (39) (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_ (40) 52.222-54, Employment Eligibility Verification (MAY 2022) (Executive Order 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.)

__ (41) (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.)

__ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (44) (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.

__ (45) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (46) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) ( 42 U.S.C.

8259b).

__ (47) (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_ (48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(JUN 2020) (E.O. 13513).

__ (49) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

__ (50) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (51) (i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).

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

__ (52) (i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

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

__ (53) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (NOV 2023) ( 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 (NOV 2023) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (54) 52.225-5, Trade Agreements (NOV 2023) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (55) 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).

__ (56) 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).

__ (57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C.

5150).

__ (58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) ( 42 U.S.C. 5150).

__ (59) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

__ (60) 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).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

__ (61) 52.232-30, Installment Payments for Commercial Products and Commercial Services

(NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (62) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management

(OCT2018) ( 31 U.S.C. 3332).

__ (63) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (64) 52.232-36, Payment by Third Party (MAY 2014) ( 31 U.S.C. 3332).

_X_ (65) 52.239-1, Privacy or Security Safeguards (AUG 1996) ( 5 U.S.C. 552a).

__ (66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) ( 15 U.S.C.

637(d)(13)).

__ (67) (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. chapter67).

__ (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) ( 29U.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).

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

_X_ (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) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712).

(iii) 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

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iv) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(v) 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).

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

(vii) (A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (DEC 2023) ( Pub. L. 115–390, title II).

(B) Alternate I (DEC 2023) of 52.204–30.

(viii) 52.219-8, Utilization of Small Business Concerns (FEB 2024) ( 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.

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

(x) 52.222-26, Equal Opportunity (SEP 2015) (E.O.11246).

(xi) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793).

(xiii) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (AUG 2018) ( 41 U.S.C. chapter 67).

(xvi) (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C. chapter 78 and E.O 13627).

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

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

(xvii) 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).

(xviii) 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).

(xix) 52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

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

(xxii) (A) 52.224-3, Privacy Training (Jan 2017) ( 5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxiii) 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).

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) ( 42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxvi) 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). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

Title: Regional Latin America and Caribbean: Definitional Mission: Clean Energy and Power Sector Opportunities

FAR 52.217-8 – Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within five (5) calendar days.

FAR 52.252-2 – Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

www.acquisition.gov.

http://www.acquisition.gov/

Title: Regional Latin America and Caribbean for Definitional Mission Clean Energy and Power Sector Opportunities

SECTION D – ANY CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1. PERFORMANCE WORK STATEMENT (PWS)

DEFINITIONAL MISSION FOR CLEAN ENERGY AND POWER SECTOR

OPPORTUNITIES IN THE LATIN AMERICA AND CARIBBEAN REGION

D.1.1. OVERVIEW

The U.S. Trade and Development Agency (USTDA) is a foreign assistance agency that delivers its program commitments through grants and contracts. The projects supported by USTDA activities represent strong and measurable development priorities in the host country and offer opportunities for the sale of U.S. goods and services. Requests for USTDA assistance are made by either public or private sector project sponsors for implementation in developing and middle income countries.

D.1.2. SCOPE OF WORK

USTDA requires services under this non-personal services Definitional Mission (“DM”) contract to support its decision-making relative to the funding of activities to support clean energy and power sector opportunities in the Latin America and Caribbean region.

The Contractor shall review and provide initial project assessments (“Project Assessments”) for up to twenty (20) proposals for feasibility studies, technical assistance, or pilot projects in the Latin America and Caribbean (“LAC”) clean energy sector. Project Assessments are expected to be up to fifteen (15) pages in length. The Contractor shall develop full project reports (“Project Reports”) for up to fifteen (15) of the Project Assessments for USTDA funding consideration.

The Contractor shall deliver one (1) Final Report in cumulation to USTDA. USTDA reserves the right to make the final determination on which activities merit consideration for the Project Reports.

The Final Report, unless otherwise directed by USTDA, shall be labeled clearly on every page as “Business Confidential” and shall be treated accordingly per sections D.11, “Confidentiality,” and D.12, “Intellectual Property.”

The purpose of the Final Report is to:

1. Assess and provide a recommendation on whether USTDA should provide funding for the proposed feasibility study(ies), technical assistance, pilot project(s), or other activity(ies), hereinafter referred to as “activity(ies)”;

2. Develop terms of reference and budgets for at least 15 activities for USTDA funding consideration.

o If Contractor is having difficulty meeting this requirement, the Contractor must discuss the findings of the mission with the Contracting Officer’s Representative (COR) in advance of writing the draft Final Report.

o The Contractor shall obtain the COR’s written approval before developing any activity beyond the minimum one per country.

3. Provide supporting analysis for the recommendation on the activity in a final report (“Final Report”) that analyzes all the relevant issues.

4. In addition, the Contractor shall assess the potential of the relevant market sector in the host country for U.S. suppliers of goods and services in the Final Report.

The Contractor will not be paid for reports that are not approved or completed.

The actual number of deliverables/reports against this contract is dependent on the success of the Definitional Mission and availability of projects. Therefore, not all deliverables may be required or be possible and the figures provided for the Project Reports are not-to-exceed ceiling figures and not actual figures. The Contractor shall only invoice for work/deliverables actually completed. Any unexpended funds will be de-obligated from the contract at close-out.

Foreign Language Proficiency

It is preferred that the Contractor be proficient in both the Spanish and Portuguese languages at no less than the general professional proficiency level (Level 3 or above on the Interagency Language Roundtable scale). The resumes of the Contractor’s proposed personnel shall indicate their respective Spanish and Portuguese language proficiency levels, as appropriate. If the Contractor does not meet the preferred language proficiency criteria, the Contractor shall demonstrate ability to fully perform the work described in this PWS through the use of translation and interpretation services as the Contractor deems necessary, and to the satisfaction of USTDA.

D.1.3. USTDA FUNDING CRITERIA

The Contractor’s recommendations shall be based upon USTDA funding criteria, which are that the Project(s) must:

a) Be likely to receive implementation financing;

b) Have a procurement process that provides “equal access” to U.S. companies;

c) Represent an opportunity for sales of U.S. goods and services that is many times greater than the initial investment of USTDA assistance;

d) Be a development priority of the Project Sponsor and host country where the Project is located and have the endorsement of the U.S. Embassy in that host country; and

e) Involve U.S. companies that are facing market entry problems and/or strong competition from foreign companies which often receive subsidies and other support from their governments.

To execute this requirement, the Contractor shall:

1. Meet or have a conference call with the Latin America and Caribbean Regional Team to discuss the definitional mission;

2. Contact and/or meet with relevant U.S. companies to discuss their interest in clean energy and power sector project opportunities in the Latin America and Caribbean region;

3. Travel to Host Country(ies) for four visits of up to five business days to meet with prospective grantees and other relevant stakeholders from the relevant sector;

4. Identify and evaluate project opportunities and provide recommendations for USTDA funding. Develop Terms of Reference and budgets for 15 activities for USTDA consideration;

a. All project opportunities proposed by the DM Contractor must be approved by the COR prior to the drafting of a formal funding recommendation.

For each of the 15 activities to be recommended to USTDA, the Contractor shall develop a stand-alone Project Report. The requirements for the Project Reports are further detailed in section D.1.7, Reports.

D.1.4. CLIMATE RESILIENCE SCREENING

Per Executive Order (EO) 13677, USTDA is required to consider climate resilience in its international development work. The Agency has determined that in order to be compliant with the EO, climate resilience screenings must be conducted at the project scoping stage for all feasibility studies (FS) and technical assistance (TA) activities. Accordingly, the Contractor shall conduct a climate resilience screening utilizing the guidance provided in Attachment VII.

D.1.5. PROJECT PROFILE

Countries across the LAC region have established ambitious clean energy, power, and climate goals. LAC countries are seeking to support the development of clean energy and power projects to meet their climate goals, advance economic growth, and provide reliable electricity to their populations. The Definitional Mission would evaluate clean energy and power projects, such as clean and renewable power generation, distributed renewable energy resources, energy storage, energy efficiency, smart grid for electricity transmission and distribution, carbon capture and storage, menthane abatement, advanced clean energy technologies, electrification, and other solutions to reduce emissions.

The selected Definitional Mission Contractor would help identify new clean energy and power project opportunities in the LAC region, including opportunities that support strategic initiatives such as the Global Partnership for Climate-Smart Infrastructure, the Americas Partnership for Economic Prosperity (APEP), the Root Causes Strategy, the U.S.-Caribbean Partnership to Address the Climate Crisis 2030 (PACC 2030), and the Partnership for Global Infrastructure and Investment (PGI). Project opportunities would be considered for evaluation under this Definitional Mission in USTDA-eligible markets in the LAC region including Brazil, the Caribbean, Central America, Colombia, Ecuador, Mexico, and Paraguay.

D.1.6. METHODOLOGY:

In the course of carrying out this DM, the Contractor must take the following steps:

D.1.6.1. NON-DISCLOSURE AGREEMENT AND KICKOFF Upon award, the Contractor shall be required to sign a Non-Disclosure Agreement. To the extent that the work under this contract requires that the contractor be given access to confidential information or proprietary data from the Government or other companies, the Contractor agrees to treat such information and data as confidential and to use the information only for the contemplated purpose. After signing the Non-Disclosure Agreement, the Contractor shall contact USTDA’s COR to schedule a meeting or call to discuss details of the Contract assignment. The COR shall provide the Contractor with names and addresses of the potential project sponsor(s), other pertinent entities to contact in the United States and overseas, and any other relevant details or proposals that may impact the design and/or evaluation of the proposed activity(ies).

After reviewing these materials, contact the assigned COR to discuss initial observations and raise any questions or concerns about the proposal and the Project.

D.1.6.2. PRE-VISIT REPORT

No less than one week prior to departure to the host country, the Contractor shall provide the Contracting Officer (CO) and the COR a pre-visit written report containing:

a) The proposed schedule or itinerary;

b) Preliminary strategies or findings on viability of the project(s);

c) Financing options;

d) U.S. company interest in the project(s) and information about the sector in the host country, in general;

e) Summaries of proposed activity(ies) for USTDA’s funding consideration to support the project(s) identified;

f) A list of contacts to be made during the visit;

g) A pre-visit checklist of issues, information and questions to be utilized during the visit;

and

h) Pre-visit report a preliminary version of Attachment X (in Excel format), which will provide substantive comments on U.S. company interest in the project(s) and in the host country in general.

D.1.6.3. COMMUNICATION WITH U.S. EMBASSY/CONSULATE IN HOST

COUNTRY

Communications with U.S. and foreign embassy officials prior to the award of this contract and completion of the kickoff meeting with USTDA in relations to the requirements of this contract is strictly prohibited.

USTDA will advise the U.S. Embassy and/or Consulate(s) in the host country of the Contractor’s proposed travel itinerary no later than one week prior to departure and request that the Commercial and/or Economic Section(s) of the Embassy and/or Consulate(s) provide the Contractor with names and addresses of appropriate host country officials with whom to meet.

D.1.6.4. HOST COUNTRY TRAVEL

The Contractor shall travel to the host country to meet with relevant project officials and with the U.S. Embassy and/or Consulate(s) in execution of this DM. The Contractor shall contact the Commercial and/or Economic Section(s) upon arrival and prior to departure for briefing and debriefing meetings. It is the Contractor’s responsibility to arrange all meetings. The Commercial or Economic Section staff may be able to assist the Contractor in arranging some initial meetings with host country officials. The Contractor is also responsible for arranging its own logistics for the visit (e.g. lodging, transportation, interpretation services, etc.). In some instances, the USTDA Contractor may find it useful to purchase the Gold Key or Business Facilitation Services offered at the U.S. Embassy or Consulate. In some cases, the Contractor may need to contract with a local entity to assist with trip logistics and/or for interpretation services. However, substantive technical work may not be subcontracted to local entities.

Contractor’s travel shall commence within 30 days of contract award, unless otherwise agreed to in writing by the COR.

The Contractor is required acquire of the following travel insurance coverage for personnel traveling overseas in support of this requirement:

• Defense Base Act (DBA) Insurance and Medical Evacuation Insurance (for Contractors when they perform work overseas).

D.1.6.5. CONTACTS

The Contractor shall submit a list of individuals contacted during the Definitional Mission, and include at a minimum mailing addresses, phone and fax numbers, e-mail addresses, and a substantive summary of key comments that support the Contractor's recommendations. The list shall be submitted in Excel format and in accordance with to the specifications outlined in Attachment XIII, “U.S. Company Contacts” and Attachment I, “Definitional Mission: Final Report Requirements.”

D.1.6.6. DEFINITIONAL MISSION TIPS

The Contractor is encouraged to review the Definitional Mission tips on USTDA’s website via the following link to better understand USTDA’s expectations for this Definitional Mission:

https://www.ustda.gov/business-opportunities/small-business-info/dm-proposal-tips https://www.ustda.gov/business-opportunities/small-business-info/dm-proposal-tips

D.1.7. DELIVERABLES

The Contractor shall provide verbal updates to the COR on a regular basis. The deliverables may also take the form of information, advice, opinions, alternatives, analyses, evaluations, recommendations, Final Reports, or other oral or written work products needed for successful performance. The Contractor shall respond in a timely manner to reasonable requests for updates and information from the COR.

The Contractor shall provide the following reports to USTDA:

(a) One Project Report for each project selected by USTDA for a Project Report. The Contractor shall submit each Project Report to the COR on a rolling basis. Each Project Report will be treated as business confidential and must conform to the guidelines established in this PWS.

(b) Final Report. The Final Report shall consist all of the Project Reports, inclusive of the Required Budget in individual Microsoft Excel files, that have been approved by USTDA must conform to the outline found in Attachment I and provide the requested information and analysis, unless otherwise agreed to in writing by USTDA. Further Final Report requirements are detailed in section D.1.7.2, Final Report.

Unless otherwise agreed to by USTDA, the Contractor shall submit all reports under this Contract to the COR on or about forty-five (45) calendar days upon return from final travel. If it is anticipated that Project Report(s) cannot be provided within this timeframe, the Contractor shall immediately contact the COR to discuss the reasons for the delay.

D.1.7.1 PROJECT REPORT

For each Project Report, the Contractor shall develop and prepare a report that complies with and satisfies all elements in the following PWS components:

a) PWS Section D.1.3. USTDA Funding Criteria

b) PWS Section D.1.4. Climate Resilience Screening

c) PWS Attachment I. Project Report Outline, including Attachment V (Required Budget Format) and Attachment VI (Task Completion

Schedule)

d) PWS Attachment II. Impact on U.S. Labor

e) PWS Attachment III. USTDA Nationality Requirements

f) PWS Attachment VII. Guidance on Climate Resilience Screening

g) PWS Attachment VIII. U.S. Companies Contacted During the Course of the

Definitional Mission

Additionally, the Contractor shall collect, review, and analyze all necessary information acquired from the following sources:

a) Proposal and supporting documentation provided by Project Sponsor(s) and related project parties; and

b) Meetings (including conference calls) with prospective Grantees, interested U.S.

companies in the relevant sectors, as well as project finance sources.

Prior to initiating a Project Report, the Contractor shall obtain an official letter of interest/commitment from the Grantee demonstrating their commitment to the Project and working with USTDA and the selected U.S. Contractor on the Activity. If a letter cannot be obtained, the Contractor shall discuss and receive written approval from the COR prior to initiating the Project Report. Project Reports will not be approved by USTDA unless the official letter or written approval from USTDA authorizing the Project Report is included.

Following the completion of all Project Reports, the Contractor shall submit to USTDA a Final Report, which compiles all of the Project Reports that have been approved by USTDA. The Final Report submission shall also include the Required Budget Format for each Project Report in individual Microsoft Excel documents.

D.1.7.2 FINAL REPORT

The Contractor shall submit a DM Final Report that includes a complete description of the mission detailing the following:

(a) All projects reviewed during the course of the mission;

(b) All Project Reports, including the TOR and budgets the Contractor has developed in coordination with the Project Sponsor and U.S. firm for each project;

(c) Summaries of all meetings held in the U.S. and overseas for each Project Report;

(d) List of all persons attending the meetings and their contact information for each Project

Report; and

(e) A brief explanation for any activity(ies) or project(s) that were reviewed and were not recommended for USTDA funding.

If it is anticipated that the Final Report cannot be provided within three (3) weeks following final travel to the Host Country(ies), the Contractor shall immediately contact the COR to discuss the reasons for the delay. The COR may also request the Contractor to provide portions of the Final Report before the submission of the entire Final Report.

Upon direction from the COR, the Contractor shall submit electronic copy of Final Report(s) to USTDA. No hardcopy submissions will be accepted. All reports must be paginated, clearly labeled, and submitted electronically in Adobe PDF format to USTDA via the following email:

finalreports@ustda.gov

The email subject line must include the title of the definitional mission and the project number so that it is easily identifiable. Any copies of Project proposal materials must be returned to USTDA with the submission of the Final Report.

Upon government acceptance of the Final Report, the Contractor shall submit an invoice, to

USTDA.

D.1.8. QUALITY CONTROL AND PERFORMANCE ASSESSMENT

D.1.8.1. Quality

The deliverables shall be grammatically and factually correct in all respects, internally consistent, and all statements and tables shall be clear and easily understood by a competent reader, and contain no typographical errors. The Contractor is responsible for quality control actions necessary to achieve quality in the delivery of the required services, which may include the services of a professional editor. The COR will reject a deliverables that does not conform in all respects to the Contract requirements, including but not limited to, the written quality of the Final Report. The Contractor shall correct all deficiencies at no additional cost to the Government.

D.1.8.2. Performance Assessment

During the course of contract period, the COR will track Contractor’s performance. At the end of the performance period, the COR will assess the Contractor’s performance in accordance with FAR 42.15 and report to the Contracting Officer for submission to the Contractor Performance Assessment Reporting System (CPARS).

The COR will consider all pertinent information during the preparation of the Contractor’s performance assessment. The Contractor will be afforded the opportunity to identify factual errors. The COR’s assessment is not subject to negotiation and the COR will not engage in discussions with the Contractor. Any errors identified by the Contractor will be addressed by the Reviewing Official. A copy of the final performance assessment will be available in the Past Performance Information Retrieval System (PPIRS).

D.1.9. CONFIDENTIALITY

The proposal of the U.S. firm is a proprietary document and should not be distributed without permission from USTDA and the U.S. firm. The Contractor shall treat any proposal and supporting information submitted by the U.S. firm as business confidential in its entirety, unless otherwise stated in writing by the U.S. firm. The Contractor shall not include any business confidential information in the Public Market Report and shall include the following confidentiality certification in the final invoice:

“I hereby certify that the Public Market Report contains no business confidential information.”

D.1.10. INTELLECTUAL PROPERTY

This Contract is funded by the United States Government. All intellectual property generated and/or delivered pursuant to this Statement of Work shall be subject to appropriate federal acquisition regulations which entitle the Government to unlimited rights to technical data developed exclusively with Government funds. The Government may: (1) use; (2) disclose; (3) reproduce; (4) prepare derivative works; (5) distribute copies to the public; (6) perform publicly;

and (7) display publicly, the “data” in any manner and for any purpose, and have or permit others to do so (i.e., the Government may sublicense these rights to another contractor). See FAR 52.227-14(a).

D.1.11. IMPARTIALITY

It is essential that the DM be conducted with complete impartiality and objectivity and that the Contractor and its Subcontractors not obtain an unfair competitive advantage in USTDA-funded activities resulting from this Contract. In accordance with the principles of FAR Subpart 9.5 and USTDA policy, the Contractor and its Subcontractors, if any, for this Contract shall be ineligible to compete for, as a prime or subcontractor or otherwise, USTDA-funded activities that result from this Contract, unless USTDA through its Office of Acquisition Management, shall have granted a waiver, based upon FAR 9.503, that preclusion of the Contractor or its Subcontractors from the follow-on activity would not be in the Government’s interest. This restriction shall remain in effect for three (3) years from the termination of this Contract or until the awarding of a USTDA-funded feasibility study resulting from this contract. The Contractor is responsible for including this restriction in all subcontracts under the Contract.

D.1.12. COORDINATION WITH OTHER CONTRACTORS

The government may award other contracts for additional work not prescribed in this contract. The Contractor shall fully cooperate with such other contractors in performance of the requirement herein, and as directed by the Contracting Officer. The Contractor shall not commit or permit any act, which will interfere with the performance of work by any other USTDA Contractor.

D.1.13. PERIOD OF PERFORMANCE:

The Period of Performance for this Contract shall be two (2) years from the date of the Contracting Officer's signature on the Contract.

D.1.14. PLACE OF PERFORMANCE:

The places of performance shall be in at the Contractor’s facility and in the Latin America and Caribbean region (travel is optional, as determined by USTDA).

D.2. ATTACHMENTS

ATTCH/ TITLE

EXHIBIT

I Project Report Outline II Impact on U.S. Labor Statement III USTDA Nationality Requirements IV Required Budget Format V Task Completion Schedule VI Budget Narrative Requirements VII Guidance on Climate Resilience Screening VIII U.S. Companies Contacts

Attachment I – 1

Attachment I

Project Report Outline: Business Confidential Analysis and Recommendation

A. Executive Summary.

The Contractor shall provide an executive summary of its findings and recommendations.

B. Project Description.

The Contractor shall hold meaningful discussions with appropriate contacts to determine how USTDA’s funding can be used most effectively to support the implementation of the project(s) identified in the host country.

The Contractor shall provide a brief description and history of the project (the “Project”). The Contractor shall describe the proposed technology from the U.S. firm to be used in the Project.

The Contractor shall gauge the interest of potential project financiers and potential U.S. suppliers and assess whether the proposed USTDA activity(ies) will help accomplish the project(s) goals.

The Contractor shall provide relevant information to potential project sponsors regarding USTDA’s evaluation criteria, timeline, and due diligence requirements. The Contractor shall describe whether the proposed U.S. solution is technically viable and/or commercially available.

If the Contractor finds the proposed U.S. solution is not technically viable and/or commercially viable, the Contractor shall discuss these issues with USTDA program staff before providing a recommendation.

The Contractor shall describe relevant issues to the Project [e.g. host country and/or other stakeholders, sector, Project location, source of raw materials, infrastructure requirements, proposed technological approach, legal and regulatory framework (licenses, permits, etc.), implementation schedule, economic fundamentals (estimated capital cost, operating costs, interest expense, taxes, expected revenues, etc.), the specific objectives of the proposed activity, how the proposed USTDA activity supports the Project implementation process, and any other variables or issues the Contractor deems critical as part of a thorough activity/Project evaluation.]

C. Project Sponsor’s Capabilities and Commitment.

This section describes the Project sponsor’s commitment and capabilities to undertake the activity and the subsequent Project. The purpose is to understand the experience of the Project sponsor and any previous work undertaken by the Project sponsor in the sector. This section should also include a discussion of any potential risks of working with the Project sponsor that could delay Project implementation. This can take many forms but should at a minimum address the applicable points below:

Attachment I – 2

• A thorough description of the host country Project sponsor, including its structure, capabilities, operations, and decision-making ability pursuant to the Project, and

• An assessment of the Project sponsor’s commitment and ability to implement the Project (e.g. the Project sponsor’s previous experience, current commitments, responsiveness, business activities, and government mandate).

D. Implementation Financing.

This section describes the Project sponsor’s plans to secure financing to implement the Project.

This can take many forms but should at a minimum address the points below:

• An assessment of the overall cost estimate of the Project;

• For Projects involving potential equity investment, the Project’s proposed debt-equity structure to ensure that it corresponds to the requirements of the prospective lenders (this aspect is critical to USTDA’s decision making); and

• A review of the financing options for Project implementation.

The Contractor is required to contact officials from the potential financing institutions, including, where appropriate, multilateral lending institutions, Export Import (Ex-Im) Bank, Overseas Private Investment Corporation (OPIC), and private/commercial sources, to ensure that the Project sponsor(s) has adequately explored all financing options. The Contractor shall provide names and phone numbers of contacts at the potential financing institutions and summarize their comments. The Contractor must determine the most likely source(s) of implementation financing for the Project.