ATTCH 1 - USTDA Due Diligence Guidelines May 2022.pdf

Due Diligence Guidelines version 2.0, as of May 2022

The following guidelines provide a general framework and understanding of how USTDA’s due diligence process works and are intended for reference purposes only.

Please contact the Office of General Counsel with any specific questions or concerns regarding the due diligence process.

CONTENTS

INTRODUCTION

KEY DUE DILIGENCE TERMS

OVERVIEW OF DUE DILIGENCE CONSIDERATIONS AND BEST PRACTICES

Technical Assistance and Feasibility Study Grants

Training Grants

Workshops and Events

Partnerships and Memoranda of Understanding

Reverse Trade Missions

Parastatals

OVERVIEW OF DUE DILIGENCE SEARCHES AND TERMS

U.S. LAWS, REGULATIONS, AND POLICIES RESTRICTING ASSISTANCE

U.S. Embassy / FOREIGN COMMERCIAL SERVICE

System for Award Management

USTDA Excluded Parties

Success Fee Report Delinquency and Audit List (for U.S. Contractors)

Grantee/Contractor Responsiveness to the Monitoring & Evaluation Office Requests

Fiscal Year Appropriations Act

Congressional Notification

INTERNET SEARCHES

General Internet Search/Google

Partner Website

LEXIS SEARCHES

Experian Commercial Credit Score Report (for U.S. Contractors)

Lexis Negative News Search

Federal and State Courts

Bankruptcy

Judgments and Liens

Criminal Records

OFAC and Global Sanctions List

PUBLICLY AVAILABLE FILINGS (filed with the Securities and Exchange Commission (“SEC”))

DOCUMENTS PROVIDED BY PARTNERS

Legal Status of Corporate Entity

USTDA DUE DILIGENCE CHECKLISTS AND FORMS

FORMS

Feasibility Study, Technical Assistance, or Training Grant

Reverse Trade Mission

CHECKLISTS

Feasibility Study, Technical Assistance, or Training Grant

Reverse trade Mission

Workshops

Attachment A: Working with the Office of General Counsel (“OGC”) to Review Due Diligence for

Grant Activities Attachment B: Guidelines for Due Diligence Filing/Saving Attachment C: Guidelines for Reviewing and Updating U.S. Contractor Due Diligence Attachment D: Guidelines for Reviewing and Updating Grantee Due Diligence Attachment E: Guidelines for Reviewing and Updating Reverse Trade Mission Due Diligence Attachment F: Due Diligence Procedures for Activities Under the USTDA Global Procurement

Initiative Attachment G: Considerations for Parastatal Due Diligence

INTRODUCTION

The U.S. Trade and Development Agency (“USTDA”) recognizes the importance of due diligence with respect to all USTDA-funded activities. USTDA has created these guidelines to:

Ensure that USTDA-funded activities are in compliance with applicable U.S. law and USTDA policies;

Safeguard taxpayer resources;

Confirm that USTDA is working with reputable and solvent individuals and entities;

Assess reputational and integrity risks to the agency in providing funding to a proposed activity;

Identify potential obstacles to successful project implementation, as well as appropriate mitigants;

Assist regions in proposing properly vetted activities for USTDA grant funding; and Identify important information that may preclude a proposed activity from moving forward.

Due diligence shall be conducted on entities and individuals relevant to the due diligence inquiries for USTDA-funded activities (“Partner” or “Partners”) including, but not limited to:

U.S. Contractors Grantees Parent entities Principal officers, directors, and shareholders Participating entities on a USTDA-funded Reverse Trade Mission (“Participating Entity”) Delegates on a USTDA-funded Reverse Trade Mission (“Delegate”)

Due diligence shall be conducted in accordance with these due diligence guidelines with respect to USTDA-funded activities including, but not limited to:

Reverse Trade Missions (“RTM”) Feasibility Studies (“FS”) Technical Assistance (“TA”) Training Grants Workshops Memoranda of Understanding Global Procurement Initiative (“GPI”) activities (see Attachment F) Other USTDA-sponsored events or partnerships

These guidelines detail several factors, documents, and processes that are examined as part of USTDA’s due diligence process. Specifically, these guidelines provide additional information regarding the following: (i) Due Diligence Considerations and Best Practices, (ii) Due Diligence Searches and Terms, (iii) Documents Provided by Partners, and (iv) USTDA Due Diligence Checklists and Forms.

The “Overview of Due Diligence Considerations and Best Practices” section of these guidelines provides some overarching principles to keep in mind when approaching and reviewing due diligence for your particular activity.

The “Overview of Due Diligence Searches and Terms” section of these guidelines provides additional guidance or clarification when completing or reviewing a Checklist or when seeking additional information regarding search terms or diligence queries.

The “Documents Provided by Partners” section provides information regarding documentation provided directly by USTDA Partners as part of due diligence inquiries.

The “USTDA Due Diligence Checklists and Forms” section provides information regarding the two sets of documents utilized by USTDA to properly screen potential USTDA Partners and document USTDA due diligence procedures. USTDA due diligence procedures consist of (i) ensuring that certain potential Partners complete forms, which provide additional information about entities and individuals proposed for participation in USTDA-funded activities (“Forms”); and (ii) completing the checklists to effectively and efficiently screen entities and individuals, in order to ensure that USTDA activities are consistent with applicable law and policies (“Checklists”).

The due diligence procedures outlined herein represent baseline searches and considerations for vetting the entities and individuals involved in USTDA-funded activities. They can assist in providing an overview of the reputational and integrity risks to the agency that working with those Partners may pose. The procedures may not, however, provide you with an exhaustive list of risk considerations for your activity. Please keep in mind additional risk factors beyond those that can be uncovered under these guidelines, such as those outlined in the “Implementation Risk” section of the Action Memorandum (“AM”) template.

KEY DUE DILIGENCE TERMS

Checklist – Internal USTDA documents completed by due diligence/research analysts (“analysts”) to effectively and efficiently track the screening of entities and individuals in order to ensure that USTDA activities are consistent with applicable law.

Delegate – An individual invited to or attending a Reverse Trade Mission, or RTM.

Form – Documents completed by USTDA Partners that provide additional information about entities and individuals proposed for participation in USTDA-funded activities.

Modified Due Diligence – Sometimes also referred to as “Truncated”, “Abbreviated”, or “Preliminary” Due Diligence, Modified Due Diligence is a more informal form of due diligence that can be performed in an attempt to gain an initial understanding of a potentially problematic prospective Partner, or to glean more information on entities or individuals involved in activities for which a comprehensive due diligence process is not defined or otherwise required, for example workshop speakers or event sponsors. Modified Due Diligence generally entails either a Lexis or Google search (depending on circumstances), plus SAM, & OFAC searches for an entity or individual.

Other U.S. Firms – Includes U.S. Firms other than U.S. Publicly Traded Companies or U.S. Private Companies. In particular, other U.S. firms may include a partnership organized in the U.S. with its principal place of business in the U.S.; a joint venture organized or incorporated in the United States consisting entirely of U.S. firms and/or U.S. individuals; or a nonprofit organization, such as an educational institution, foundation, or association if it is incorporated in the United States and managed by a governing body, a majority of whose members are U.S. individuals.

Parastatal – A corporate entity, recognized by law as a commercial enterprise, that is fully or partially controlled and/or owned by the government, including a statutory corporation with a largely economic purpose and activities.

Participating Entity – An entity that participates in a USTDA-funded Reverse Trade Mission.

Partners – Entities and individuals participating in USTDA-funded activities.

Private Sector Firm – A company, partnership, nonprofit organization, or similar private entity which is incorporated or organized in the host country with its principal place of business in the host country.

Public Sector/Government Entity – Includes agencies, instrumentalities, or other entities of Federal, State, or local governments, but does not include Parastatal entities.

U.S. Firm – As defined in Clause C (Nationality, Source, and Origin) of the USTDA Mandatory Contract Clauses, a U.S. Firm is:

(i) a privately owned firm or partnership that is formed, incorporated, or organized in the U.S., with its principal place of business in the U.S., and which is:

(a) more than fifty percent (50%) owned by U.S. citizens and/or non-U.S. citizens lawfully admitted for permanent residence in the United States; or

(b) satisfies each of the following criteria:

(I) has been incorporated or organized in the U.S. for more than three (3) years prior to the issuance date of the request for proposals;

(II) has performed similar services in the U.S. for that three (3) year period;

(III) employs U.S. citizens in more than half of its permanent full-time positions in the U.S.;

and

(IV) has the existing capability in the U.S. to perform the work in question; or

(ii) a nonprofit organization that is incorporated in the U.S. and managed by a governing body, a majority of whose members are U.S. citizens and/or non-U.S. citizens lawfully admitted for permanent residence in the United States.

U.S. Publicly Traded Company – A U.S. Firm that offers securities for sale to the general public, typically through a U.S. stock exchange, which may include the New York Stock Exchange or the NASDAQ Stock Exchange.

U.S. Private Company – A U.S. Firm that is a privately held company or closely held corporation owned by a relatively small number of shareholders or company members that does not offer or trade its company stock (shares) to the general public on the stock exchanges, but rather the company’s stock is offered, owned, and traded or exchanged privately.

OVERVIEW OF DUE DILIGENCE CONSIDERATIONS AND BEST PRACTICES

USTDA has a variety of grant-funded tools it can utilize to facilitate export opportunities for U.S. companies and support sustainable development. In all cases, best practice is to involve your due diligence/research “analyst” and Assistant General Counsel (“AGC”) early in your activity structuring, keep lines of communication open on due diligence issues and challenges, and communicate the importance of due diligence to Partners and potential Partners. Additionally, these guidelines describe the due diligence required for each activity, but in some cases increased due diligence measures or creative solutions may be warranted. Please talk to your AGC and your analyst to determine the best due diligence plan for your

Below is a simple risk matrix you can use to analyze the impact to your activity of due diligence hits.

When evaluating the risk of issues presented during due diligence, consider the following:

How serious is the issue?

When did the underlying conduct take place?

Is this an isolated problem or a broader institutional issue?

How has the entity responded to this issue?

Are there mitigating factors we should consider?

The following is a list of some (but not all) considerations for due diligence and general guidelines on best practices to keep in mind when you are starting to think about how to approach due diligence for your

TECHNICAL ASSISTANCE AND FEASIBILITY STUDY GRANTS

Considerations:

Public Sector/Government Entities in countries with a free press tend to generate significantly more search results.

Complex corporate structures for Private Sector Firms and U.S. Private Companies can require more entities and potentially individuals to be searched.

TA’s and FS’s often require longer-term active engagements with activity Partners than other forms of USTDA grants.

The Grantee is integral to moving the activity forward, as they are required to review and sign off on deliverables.

Best Practices:

When considering Grantees, look at experience with procurement, finances, or project management to assess potential risks.

Conduct regular outreach to the Grantee to communicate to them their importance in the success of the activity.

Consider the use of additional due diligence or monitoring tools as necessary to ensure the success of the activity. These can include:

o Reducing the mobilization payment o Hiring a third-party contractor to review interim reports and/or invoices in relevant cases, such as when there is a potential conflict of interest or less than an arms-length distance between the Contractor and the Grantee o Having the regional team review task deliverables o Requiring interim reporting and cost share certifications o Institute more frequent check-ins with the Contractor and/or Grantee project teams to monitor progress and compliance and uncover any issues sooner rather than later o Requesting a site visit by the regional team o Conducting subcontractor due diligence o Checking Contractor references o Holding an in-person meeting to discuss compliance obligations o Requesting to review relevant policies or procedures in place if there is a particular concern regarding the contractor’s ability to perform.

Consider the expected timeline for bringing an activity to PR and signing the Grant Agreement when performing searches and requesting documents such as Certificates of Good Standing to reduce the likelihood that documents will need to be refreshed before the Grant Agreement is signed.

TRAINING GRANTS

Training Grants often are fast-moving and time-sensitive pushes to support U.S. companies bidding on an upcoming procurement. They can be very resource-intensive, often requiring regional teams and analysts to dedicate extra hours and personnel to complete due diligence and bring the training grant request forward.

Training Grants may involve Grantees and Contractors for whom due diligence is a lengthy and complicated process, as the parties are often large and complex entities. As a result, due diligence for Training Grants tends to involve writing memos to file more often than for other forms of grant activity due diligence.

Due diligence on a Training Grant Grantee is truncated in advance of Project Review because USTDA cannot contact the Grantee until after the Training Grant is approved. Due diligence on the Grantee should be completed in full after the procurement is awarded to the U.S. Contractor, but before any public announcements are made regarding the potential USTDA grant.

Country Managers should set expectations and timelines with the Contractor for due diligence, emphasizing that accurate and signed forms are required before USTDA can present the training grant request at Project Review. As part of doing this, Country Managers should review USTDA’s “Training Assistance Information Form” (located on the USTDA intranet under “Program Templates”). In particular, please note the following instruction from that Form: “A minimum of 10 business days are required to process a completed Training Assistance Information Form and due diligence paperwork once received by USTDA. For countries with a Congressional notification requirement for U.S. foreign assistance funding, a minimum of 20 business days is required for processing.”

Consider requesting that the Contractor share the unsigned but filled out due diligence forms while they work to obtain signatures on the forms. This will allow analysts to begin due diligence searches before the fully signed forms are submitted.

Consider starting due diligence searches before all Forms are submitted, or submitted signed, to stay ahead of a compressed due diligence timeline.

Country Managers should call a meeting with the AGC, analyst, and due diligence quality control (“QC”) reviewer to kick off due diligence for the Training Grant. The purpose of the meeting is for the Country Managers to share information on the training grant opportunity, including background, relevant parties, and the timeline. This will allow all meeting participants to provide input into a plan to complete the due diligence on the required timeline. If a meeting is not possible, a kick-off call or email from the Country Manager to the team may suffice.

Country Managers should impress upon the Contractor the importance of being provided with the exact legal entity name of the Grantee and Contractor as soon as the Training Grant application is submitted to USTDA. In cases when the exact entity is not known, due diligence can begin on upstream owners of the entity within the same corporate family, if relevant.

WORKSHOPS AND EVENTS

Each workshop or other event should be considered on a case-by-case basis. Please consult with your AGC to determine what sorts of due diligence processes and searches are most applicable to your event and its participants.

The main considerations for USTDA-funded workshop and event due diligence revolve around the optics and reputational risk of the participants to USTDA. Attendees who are merely attending the workshop will not carry much risk to the agency, but co-sponsors or speakers will be perceived as more closely tied to the agency.

Modified Due Diligence or other targeted searches should be run on all co-sponsors (unless the co-sponsor is another U.S. government agency in which case no due diligence is needed), as well as any other entity or individual whose travel will be paid for by USTDA or whose name will otherwise be closely tied to USTDA’s for the event, such as key speakers. The determination of which speakers are “key speakers” will vary depending on the size and scope of the event and should be made in consultation with OGC.

Consider using an RTM Sponsor Checklist to guide searches on potential workshop co-sponsors.

PARTNERSHIPS AND MEMORANDA OF UNDERSTANDING

There is no one-size-fits-all due diligence process for partnerships and memoranda of understanding (“MOUs”); each should be considered on a case-by-case basis. Please consult with your AGC to determine what sorts of due diligence processes and searches are most applicable to any prospective partnerships or MOUs.

The main considerations for partnership or MOU due diligence revolve around the optics and reputational risk of having the names of the partners or signatories tied closely to USTDA. Regions should consider running Modified Due Diligence or conducting targeted searches in consultation with their AGC to determine USTDA’s risk exposure related to engaging directly with such a partner or signatory.

For partners or signatories that are U.S. government agencies, due diligence does not need to be conducted.

Modified Due Diligence or other targeted searches should be run on all entities prior to signing an MOU (or similar agreement), except U.S. government agencies.

Modified Due Diligence or other targeted searches should also be run on all entities before a partnership is announced, even if no agreement will be signed.

Consider using a Private Sector Grantee or Public Sector Grantee Checklist to guide searches on the potential partner or signatory.

Modified Due Diligence on entities should include running name searches on (i) all executive members of the board of directors (or equivalent oversight body); (ii) high level officers such as the President/CEO, vice presidents responsible for relevant functions, the secretary, and/or the general counsel; and (iii) upstream direct and/or indirect owners of the organization with a beneficial ownership percentage exceeding ten percent (10%).

The Country Manager should reach out to the U.S. Embassy in the relevant country to get the local perspective on the person’s/organization’s reputation in the host country. Consider conducting research on the organization’s track record in the country in question or on projects or activities similar to yours. Consider also doing searches on the people or department responsible for the success of the activity.

REVERSE TRADE MISSIONS

RTM due diligence timelines can be long, affected by factors such as entities taking a long time to decide if they will attend or entities declining invitations, thus requiring new entities to be identified. Additionally, RTMs often have strict time considerations related to the timeline for identified Delegates to obtain visas to the United States, which can take many months. Plan to start the due diligence as early as possible.

Risk considerations for RTMs and other grant activities can be different. For an RTM, the primary focus should be on reputational risk, with a focus on ongoing issues and the invited entity’s current leadership.

If there are significant negative hits for an entity or prospective Delegate, consider whether that entity or Delegate is an essential participant for the success of the RTM. If there are negative hits for an entity, consider whether the proposed Delegate invited is involved in any of the material issues.

CMs should work with analysts to conduct brief google searches on entities they propose to invite before finalizing the AM, if identified at that time, so that they can have a sense of how heavy a lift due diligence for the RTM will be before finalizing its structure.

Prior to project review (“PR”), conduct full due diligence searches on any essential entities that will be invited to the RTM. These entities should all be mentioned in the AM, unless there’s a good reason not to.

Lay out a timeline up front for conducting due diligence on entities/prospective Delegates that takes into account visa application timelines and other timing considerations that may affect the ability of the invited Delegates to participate in the RTM.

Build time into your due diligence process to allow for thorough diligence on back-up entities and individuals if first choice entities or individuals decline the invite or do not pass due diligence.

PARASTATALS

Due diligence on Parastatal entities has a unique set of risks and considerations that are described more fully in Attachment G.

Parastatals are often responsible for substantial assets and high-value procurement projects and often operate in high-value sectors and/or sectors with complex regulatory frameworks. As a result of their closeness to governments and public officials and the scale of the assets and services they control, Parastatals can be especially vulnerable to corruption risks.

Parastatal ownership will not always give you the full picture of who actually controls the business decisions of the Grantee. Make sure that the Grantee Forms are filled out correctly so that they identify any entities or individuals, beyond owners, that (i) exercise control or oversight over the Grantee’s operations, (ii) have the authority to appoint or remove members on the Grantee’s board, or (iii) otherwise have the authority to direct the Grantee’s business operations. The specific control could reside within a particular agency or sub-agency, or with certain elected or appointed officials.

By first identifying how the government exercises control over the Parastatal, the entity(ies) and/or official(s) actually exercising control can then be identified. A good place to start is the “charter” or other by-laws equivalent of the entity, which could be the enabling legislation or another document. This document will describe the management structure of the Parastatal, including who manages the Parastatal (ex: executive management team, directors, shareholders, as applicable) as well has how these officials are selected and who they are selected by.

Identifying where control resides can also include (but is not limited to) one or a combination of the following: (i) if any of the Parastatal’s top executive management officials are selected by an entity or official outside of the Parastatal, then control will in part reside with that entity/official;

(ii) if the Parastatal has shares and shareholders, then control will in part reside with the entity or official that, in practice, has (and exercises) the right to vote those shares at shareholders’ meetings; and (iii) if the Parastatal has a board of directors, then control will in part reside in any entity or official that has (and exercises) the right to name a significant number of those directors.

OVERVIEW OF DUE DILIGENCE SEARCHES AND TERMS

The “Overview of Due Diligence Searches and Terms” section provides information on the types of searches associated with USTDA-funded activities. Not all searches pertain to each type of activity. These searches and terms correspond to fields in the Checklists for the activities USTDA conducts due diligence on.

U.S. LAWS, REGULATIONS, AND POLICIES RESTRICTING ASSISTANCE

Due diligence shall be performed in accordance with the applicable Checklist and as further detailed below in order to determine whether USTDA may be restricted from doing business with a particular entity or individual as a result of specific laws, regulations, or policies, and to gather information that can assist in assessing any risks associated with providing grant funding for the proposed activity.

U.S. EMBASSY / FOREIGN COMMERCIAL SERVICE

All due diligence should be complemented by discussions with representatives from the U.S. Embassy, the Departments of State and Commerce, and other relevant U.S. Government agencies, as appropriate.

USTDA staff should request U.S. Embassy vetting from the Departments of State, Commerce, or other relevant U.S. Government agencies at Post through written email correspondence.

Certain activities, such as emergency response, aviation, and ports projects, may raise questions about inclusion of foreign military personnel, or assistance for a foreign governmental unit with military enforcement responsibilities. In such circumstances, a specific vetting process must be undertaken to ensure that the participation of military personnel complies with Section 620M of the Foreign Assistance Act (Limitation on Assistance to Security Forces). This process is commonly known as “Leahy vetting.” If an activity requires a Leahy vetting, USTDA staff should contact the relevant U.S. Embassy and ask the Embassy to “Leahy vet” the individual. Where cooperation with a military unit is envisaged, rather than just an individual that has an affiliation with a military unit, the Embassy may conduct vetting on a unit-basis. Please note that any Leahy vetting would require significant advance notice, and would likely require additional discussions with the Executive Team. Leahy vetting requests can be expected to take approximately 45 business days on average. Please contact the Embassy early to start the process and obtain the required forms.

If an activity requires a Leahy vetting, please note in the Checklist the date the vetting was completed and clearance was provided. Please include in the file the results of the vetting and any email communication regarding the vetting process.

Please consult your AGC with any questions or concerns.

SYSTEM FOR AWARD MANAGEMENT

The analyst will search the name of the potential Partner in the records on the System for Award Management (“SAM”, available at www.sam.gov) to check if such potential Partner is an excluded party.

For U.S. Contractors, the analyst will also verify that the entity has an active SAM registration. SAM is the http://www.sam.gov/ official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA (Online Representations and Certifications), and the Excluded Parties List System (“EPLS”). EPLS identifies those parties excluded throughout the U.S. Government (unless otherwise noted) from receiving federal contracts or certain subcontracts and from certain types of federal financial and non-financial assistance and benefits.

When completing a search on SAM, the analyst will confirm whether the potential Partner is listed as an excluded party in an EPLS search on SAM and whether any predecessor company(ies) is listed as an excluded party. Please consult your AGC with any questions or concerns.

USTDA EXCLUDED PARTIES

The following parties are excluded from participating in USTDA-funded activities. Please consult your AGC for guidance on the terms and conditions of each party’s exclusion:

Dziggel, Oliver Enterprise Development International, Inc. (“EDI”) Breazeale, Don Breazeale, Irena Don Breazeale and Associates, Inc. (“DBA”)

SUCCESS FEE REPORT DELINQUENCY AND AUDIT LIST (FOR U.S. CONTRACTORS)

The analyst will check the Monitoring and Evaluation Office’s (“M&E”) Success Fee Report to identify if the potential U.S. Contractor is delinquent in providing USTDA with any success fee reports for previous activities. If so, please consult with M&E. Additionally, the analyst will check the Audit List Report to see if the potential U.S. Contractor is currently undergoing or has undergone an audit on a previous activity. If so, please review the list for material findings and consult M&E. Results of both searches will be provided to M&E during notice to M&E of the potential U.S. Contractor.

Additionally, the analyst will check the folder repository of letters from USTDA to prior U.S. Contractors to see if USTDA has sent the proposed U.S. Contractor a letter documenting instances of non-compliance (such as TOR non-compliance). If the proposed U.S. Contractor has received a letter, please consult with M&E.

GRANTEE/CONTRACTOR RESPONSIVENESS TO THE MONITORING & EVALUATION OFFICE REQUESTS

The analyst will check M&E records and database on the USTDA intranet to see whether the potential Grantee or U.S. Contractor has been unresponsive in providing USTDA with any requested evaluation feedback or follow-up information. The analyst will notify M&E of the potential Grantee or U.S. Contractor and provide the results of its findings to M&E.

M&E will review the findings, conduct any additional research as needed, and will notify the analyst or responsible CM if it has any questions or concerns.

FISCAL YEAR APPROPRIATIONS ACT

The annual Appropriations Act sets out restrictions governing USTDA and other foreign assistance agencies.

Please consult the appropriate fiscal year’s Appropriations Act for any prohibitions. Appropriations bills that have been signed into law can be found here, under “Presidential Approval”:

https://crsreports.congress.gov/AppropriationsStatusTable. Please consult your AGC with any questions or concerns.

CONGRESSIONAL NOTIFICATION

Certain activities may be subject to the regular notification procedures of the Committees on Appropriations pursuant to the annual Appropriations Act. A Congressional Notification (“CN”) may be required for activities involving funds transferred to USTDA by other departments, agencies, or instrumentalities, or as a result of country-specific notification requirements in the annual Appropriations Act or other legislation.

If an activity requires a CN, please note in the Checklist the date Congress was notified and the date the CN period expires (14 calendar days after issuance). Please include in the file a copy of the CN and, if applicable, any email communication (i.e., internal email from USTDA’s Office of Congressional Affairs and Public Relations) confirming the date the CN period expires. A CN is issued after the activity has been approved at PR by the Executive Team, and therefore these documents will not be available until after PR.

Please consult with USTDA’s Office of Congressional Affairs and Public Relations and your AGC regarding any questions or concerns.

INTERNET SEARCHES

The following internet searches are conducted as part of the due diligence process as required per the Checklists.

GENERAL INTERNET SEARCH/GOOGLE

The analyst will complete a general Google search on the prospective Partner and other affiliates or individuals as required by the applicable Checklist, and any other entities and/or individuals about whom concerns surfaced as a result of due diligence. When conducting a general internet search, the analyst will conduct the requisite due diligence on the Partner and any predecessor company(ies) of the Partner.

If appropriate, the analyst will complete a Google search via the specific country Google page of the entity or individual. For example, they may complete a search on www.google.com.mx for a Mexican Partner.

Furthermore, they may also complete the search in the language of the Partner country.

PARTNER WEBSITE

https://crsreports.congress.gov/AppropriationsStatusTable http://www.google.com.mx/

If available, the analyst will review the Partner’s website. They will confirm that the Partner appears to be a reputable and solvent entity that will be able to participate in the potential USTDA-funded activity. For example, they will look for information and insight regarding the entity’s capabilities, its geographical reach, its headquarters, and its directors/principal officers. If the Partner has no website, this should be noted on the Checklist.

LEXIS SEARCHES

Lexis Nexis is a company providing computer-assisted legal research services by which USTDA can search legal and public-records related information. Nexis Diligence, Lexis’s due diligence research platform, can be accessed via the internet at https://www.diligence.lexisnexis.com/.

EXPERIAN COMMERCIAL CREDIT SCORE REPORT (FOR U.S. CONTRACTORS)

Credit checks must be performed on all U.S. Contractors for grant activities using the Experian Commercial Credit Scores tool on Lexis Advance or Nexis Diligence. The information gleaned in the credit checks provides insight into the financial health of the company in question.

Each report should be saved electronically to the due diligence folder in all instances, regardless of the risk scores present. If a credit check is unavailable for the U.S. Contractor, a report for the entity’s largest immediate parent company is an acceptable substitute, if available. An entity that is scored as “high” for Delinquency Risk OR for Stability Risk should immediately be flagged for further discussion with your AGC.

In Nexis Diligence, the credit checks are accessed by conducting a “Company Check” and reviewing results under Credit Reports. In Lexis Advance, the reports can be accessed from the Home page via the “Company and Financial” tab and “Company Profiles” sub-tab, under “Experian Commercial Credit Scores.”

LEXIS NEGATIVE NEWS SEARCH

To conduct a news search for a company, the analyst will go to the “Company Check” tab, enter the name of the company they are searching for (e.g. Bell Helicopter). The news searches are located in the “News” and “Negative News” sub-tabs. When conducting this search, the analyst should not only conduct the requisite due diligence on the company, but also confirm whether any predecessor company(ies) is listed.

To conduct a news search for an individual, the analyst will go to the “Person Check” tab and enter the name of the individual they are searching for (e.g. David w/3 Smith). The news searches are located in the “News” and “Negative News” sub-tabs.

FEDERAL AND STATE COURTS

COMPANY

To conduct a federal and state courts search for a company, the analyst will go to the “Company Check” https://www.diligence.lexisnexis.com/ tab, enter the name of the company they are searching for (e.g. Bell Helicopter). The analyst will type the company name without its legal designation (e.g., Inc., LLC, etc.) in a box labeled “Company Name”. The federal and state courts searches are located in the “Cases”, “Federal Dockets”, and “State Dockets” sub-tabs of the “Legal Sources” tab. When conducting this search, the analyst should not only conduct the requisite due diligence on the company, but also confirm whether any predecessor company(ies) is required.

The analyst will scan the results for any cases of note, particularly those in which the United States or a U.S. state is the plaintiff. These cases should be checked for consistency with the company’s representations, as well as for any other issues of concern.

INDIVIDUAL

To conduct a federal and state courts search for an individual, the analyst will go to the “Person Check” tab, enter the name of the individual they are searching for (e.g. David w/3 Smith). The federal and state courts searches are located in the “Cases”, “Federal Dockets” and “State Dockets” sub-tabs of the “Legal Sources” tab.

The analyst will review the results for any cases of note, particularly those in which the United States or a U.S. state is a party. These cases should be checked for consistency with the individual’s representations as well as for any other issues of concern.

BANKRUPTCY

To conduct a bankruptcy search for a company, the analyst will:

1. Go to the “Public Records” on the top right side of the screen.

2. Select the “Bankruptcies, Judgments & Liens” link.

3. Select the “Public Records” hyperlink at the top of the screen, right above “form search.”

4. Select the “Bankruptcy Filings” link under “Courts & Filings.”

5. In the “Company Name” field under “Form Search,” type the name of the company without its legal designation, and leave all other fields blank.

6. Click the red “Search” button.

To conduct a bankruptcy search for an individual, the analyst will:

1. Go to “Public Records” on the top right side of the screen.

3. Select the “Public Records” hyperlink at the top of the screen, right above “form search.”

4. Select the “Bankruptcy Filings” link under “Courts & Filings.”

5. Enter the individual’s first and last name into the respective fields.

6. Click the red “Search” button. For common names, enter the individual’s middle name in the respective field to narrow the results. They may also click the “Strict Search” box above the “Last Name” field to limit the search to only exact names.

JUDGMENTS AND LIENS

To conduct a judgments and liens search for a company, the analyst will:

1. Go to the “Public Records Search Forms” on the top right side of the screen.

3. Select the “Public Records” hyperlink at the top of the screen, right above “form search.”

4. Select the “Judgments & Liens” link under “Courts & Filings.”

5. Click the “Terms and Connectors” button. In the field entitled “Available Segments”, they will scroll to and select “Debtor”, then type the name of the company, without its legal designation. In the field entitled “Restrict By Date/Value,” they will scroll to and select “Amount (Numeric)” and input the dollar amount “25000” in the “From” field to limit the search results to only those results that exceed $25,000.

6. Click the blue “Add” button to add the dollar amount limitation to the search terms.

7. Click the red “Search” button.

To conduct a judgments and liens search for an individual, the analyst will:

1. Go to “Public Records” on the right side of the screen.

3. Select the “Public Records” hyperlink at the top of the screen, right above “form search.”

4. Select the “Judgments & Liens” link.

5. Click the “Terms and Connectors” button. They will enter the individual’s first and last name into the field entitled “Available Segments”, scroll to and select “Debtor” then enter as follows: First name w/3 last name — this connector searches for combinations, allowing for inclusion of a middle name or initial. E.g.: John w/3 Smith. In the field entitled “Restrict By Date/Value” field, they will scroll to and select “Amount (Numeric)” and input the dollar amount “25000” in the “From” field to limit the search results to only those results that exceed $25,000.

6. Click the blue “Add” button to add the debtor and dollar amount limitation to the search terms.

7. Click the red “Search” button.

CRIMINAL RECORDS

To conduct a criminal records search for an individual, the analyst will:

1. Go to “Public Records” on the top right side of the screen.

2. Click on the “Criminal Records” link.

3. Enter the individual’s Last Name and First Name into the respective fields. For common names, they will enter the individual’s middle name/initial in the respective field to narrow the results.

OFAC AND GLOBAL SANCTIONS LIST

To conduct an Office of Foreign Assets Control (“OFAC”) and Global Sanctions search for a company, the analyst will go to the “Company Check” tab, enter the name of the company they are searching for (e.g.

Bell Helicopter). The analyst will type the company name without its legal designation (e.g., Inc., LLC, etc.)

in a box labeled “Company Name”. The OFAC and Global Sanctions searches are located in the “Sanctions & Watchlists” tab. When conducting this search, the analyst should not only conduct the requisite due diligence on the Partner, but also confirm whether any predecessor company(ies) is required.

To conduct an OFAC and Global Sanctions search for an individual, the analyst will go to the “Person Check” tab, enter the name of the individual they are searching for (e.g. David w/3 Smith). The OFAC and Global Sanctions searches are located in the “Sanctions & Watchlists” tab.

PUBLICLY AVAILABLE FILINGS (FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”))

Federal securities laws require U.S. Publicly Traded Companies to disclose information on an ongoing basis.

Companies must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and a proxy statement on Schedule 14A. These forms are available on the company website (usually under “Investor Relations” or “SEC filings”) or on the SEC’s website (www.sec.gov, via EDGAR, or Electronic Data Gathering, Analysis and Retrieval System).

ANNUAL REPORT ON FORM 10-K:

The Annual Report on Form 10-K provides a comprehensive overview of the U.S. Publicly Traded Company’s business and financial condition and includes audited financial statements. Do not confuse the Annual Report on the Form 10-K with a company’s glossy “Annual Report to Shareholders.” The following sections in the Annual Report on the Form 10-K should be reviewed by the analyst: Item 1 “Business”, Item 1B “Unresolved Staff Comments”, Item 3 “Legal Proceedings”, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Notes to Consolidated Financial Statements, Item 15 “Exhibits and Financial Statement Schedules,” and Signatures.

QUARTERLY REPORT ON FORM 10-Q:

The Quarterly Report on the Form 10-Q provides a continuing view of the U.S. Publicly Traded Company’s financial position during the company’s fiscal year and includes unaudited financial statements. The report must be filed for each of the first three fiscal quarters of the company’s fiscal year. The following sections http://www.sec.gov/ should be reviewed in the Quarterly Report on the Form 10-Q: Notes to Condensed Consolidated Financial Statements, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II (Item 1) “Legal Proceedings.”

UNSCHEDULED MATERIAL EVENTS OR CORPORATE CHANGES ON FORM 8-K:

The Current Report on Form 8-K is the “current report” companies must file with the SEC to announce major events that the company’s shareholders should know about. Events that trigger a filing of a Form 8- K include: bankruptcy or receivership, entry into or termination of a material agreement, completion of acquisition or disposition of assets, results of operations and financial condition, notice of delisting, changes in a company’s certifying accountant, election of directors, and anything the company considers to be of importance to the shareholders. The entirety of the Form 8-K should be reviewed by the analyst.

SCHEDULE 14A – DEFINITIVE PROXY STATEMENT:

Schedule 14A is the definitive proxy statement that contains important voting information that must be provided to a company’s shareholders prior to a shareholders’ meeting. The Schedule 14A solicits a shareholder’s vote on the election of directors and the approval of other corporate action. The company must disclose all important facts about the issues on which shareholders are asked to vote. Schedule 14A contains comprehensive information about the company’s Directors and Principal Officers. The “Election of Directors” and the “Corporate Governance” sections in Schedule 14A should be reviewed by the analyst.

DOCUMENTS PROVIDED BY PARTNERS

The “Documents Provided by Partners” section provides information regarding documentation provided directly to USTDA by prospective Partners as part of due diligence inquiries. Not all documents pertain to each type of activity. The documents are requested on the Forms that Partners fill out, and their proper submission to USTDA is documented on the Checklists.

LEGAL STATUS OF CORPORATE ENTITY

ORGANIZATIONAL DOCUMENTS

The Articles of Incorporation (sometimes referred to as the Certificate of Incorporation or the Corporate Charter in the United States; sometimes referred to as Articles of Association in foreign countries) is an organizational document that sets forth the entity’s legal name, the basic terms of existence with respect to a corporation or nonprofit organization, and the primary rules governing the management of a corporation or nonprofit organization. Depending on the state, an equivalent term for the organizational document for a limited liability company (“LLC”) may be the Articles of Organization, Certificate of Organization, or Certificate of Formation. In most U.S. states, the organizational documents are filed with the Secretary of State as part of the process of forming the legal entity (e.g., corporation, nonprofit organization, or LLC). The required organizational documentation and the government agency that handles registration will vary from country to country. Consult with your AGC regarding any questions or concerns. In certain circumstances, company by-laws may be requested by your AGC in situations where state organizational documents lack details on the entity’s business purpose.

As described in the applicable Checklist, many Partners are required to provide USTDA with a copy of their Articles of Incorporation or appropriate organizational document. Please utilize the organizational documents to confirm the consistency of information provided by the Partner (e.g. the full legal name of the Partner in the organizational document is consistent with the name provided on the Forms). Please consult the applicable Checklist for requirements concerning the submission of organizational documents. USTDA requires certain Partners participating in USTDA-funded FS, TA, or Training Grant activities to provide an English translation if the organizational documents are in a foreign language.

U.S. Publicly Traded Companies do not need to provide organizational documents or certificates of good standing as such companies’ organizational status and existence can be verified through publicly available filings with the SEC. Please note that non-U.S. companies that are publicly traded on foreign stock exchanges are not exempt from providing organizational documents.

CERTIFICATE OF GOOD STANDING

As described in the applicable Checklist, a Certificate of Good Standing (sometimes called a Certificate of Existence or Certificate of Authorization) in the United States is a state-issued document used to demonstrate that a corporation, nonprofit organization, or LLC exists, is authorized to do business in the state and has complied with all state-required formalities. Different countries use different forms of documentation to show a company’s good standing, so consult with your AGC regarding any questions or concerns. Often, the economic section of the Embassy is a good place to start to find out what an equivalent could be in the country in question. Many times, a tax clearance certificate from a national tax authority is a suitable substitute. Please consult with your AGC before requesting a substitute form of certificate from a Partner.

Certain Partners are required to provide USTDA with a Certificate of Good Standing (or equivalent documentation). USTDA requires certain Partners participating in USTDA-funded FS, TA, or Training Grant activities to provide an English translation if the Certificate of Good Standing (or equivalent documentation) is in a foreign language. Please consult the applicable Checklist for requirements concerning submission of a Certificate of Good Standing (or equivalent documentation).

USTDA DUE DILIGENCE CHECKLISTS AND FORMS

In order to properly screen USTDA Partners and document due diligence procedures, USTDA (i) requests that certain Partners complete and submit Forms which provide information important to USTDA’s due diligence inquiries and provide the Partner’s representations on their fitness to participate in the activity;

and (ii) completes Checklists to memorialize the documents submitted by and searches conducted on Partners. The Country Manager shall review these Forms, Checklists, and supporting documents upon their completion.

FORMS

FEASIBILITY STUDY, TECHNICAL ASSISTANCE, OR TRAINING GRANT

USTDA requires that the following potential Partners complete the applicable Forms in order to participate in USTDA-funded FS, TA, or Training Grant activities:

A potential Grantee that is a Private Sector Firm: Private Sector Grantee Information Form

(including Attachment A as applicable) A potential Grantee that is a Parastatal: Government-Owned Company and Parastatal Grantee

Information Form (including Attachment A as applicable) A U.S. Firm that is a potential prime Contractor: Contractor Information Form (including

Attachment A and Attachment B, filled out by subcontractors, as applicable)

In addition, USTDA may also require that other potential Partners, such as consortium members, submit Forms, depending on the structure of the activity. USTDA does not require that a Public Sector/Government Entity Grantee complete a Form.

The above Forms are located on the USTDA intranet under the “Office of General Counsel” section.

USTDA may require an individual to fill out an Individual Follow-Up…