OPIC-11-R-0047.pdf

SOLICITATION/CONTRACT

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27

1.THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR

350)

RATING PAGE OF OF

2. CONTRACT NO. 3.AWARD/EFFECTIVE

DATE

4. SOLICITATION NUMBER 5. SOLICITATION TYPE

SEALED BIDS

(IFB)

NEGOTIATED

(RFP)

6.SOLICITATION

ISSUE DATE

8. THIS ACQUISITION IS

9. (AGENCY USE)

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN

CALENDAR DAYS (60 CALENDAR DAYS UNLESS OFFEROR INSERTS A DIFFERENT

PERIOD) FROM THE DATE SET FORTH IN BLK 9 ABOVE, THE CONTRACTOR

AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS SOLICITED HEREIN

AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE TERMS AND

CONDITIONS STATED HEREIN.

EDOCYB DERETSINIMDA .21

13. CONTRACTOR

OFFEROR

FACILITY

CODE

CODE

.ON SNUD.ON ENOHPELET

CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

15. PROMPT PAYMENT DISCOUNT

EDOCYB EDAM EB LLIW TNEMYAP .41

SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK:

16. AUTHORITY FOR USING OTHER

THAN FULL AND OPEN COMPETITION

10 U.S.C. 2304

17.

ITEM NO.

18.

SCHEDULE OF

SUPPLIES/SERVICES

19.

QUANTITY

20.

UNIT

21.

UNIT PRICE

22.

AMOUNT

23. ACCOUNTING AND APPROPRIATION DATA 24. TOTAL AWARD AMOUNT

(FOR GOVT. USE ONLY)

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY CONTINUATION SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

NUMBER SHOWN IN BLOCK 4 INCLUDING ANY ADDITIONS

OR CHANGES WHICH ARE SET FORTH HEREIN, IS

ACCEPTED AS TO ITEMS:

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION

27. SIGNATURE OF OFFEROR/CONTRACTOR

NAME AND TITLE OF SIGNER (TYPE OR PRINT) DATE SIGNED

28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

NAME OF CONTRACTING OFFICER DATE SIGNED

STANDARD FORM 1447 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.214(d)

7. ISSUED BY

NO COLLECT CALLS

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES

41 U.S.C. 253

CODE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION NOT USABLE

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

NO RESPONSE FOR REASONS CHECKED

CANNOT COMPLY WITH SPECIFICATIONS

UNABLE TO IDENTIFY THE ITEM(S)

CANNOT MEET DELIVERY REQUIREMENT

DO NOT REGULARLY MANFACTURE OR SELL THE TYPE

OF ITEMS INVOLVED

OTHER (Specify)

WE DO WE DO NOT, DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENT OF THE TYPE OF

ITEM(S) INVOLVED

NAME AND ADDRESS OF FIRM (Include ZIP Code) SIGNATURE

TYPE OR PRINT NAME AND TITLE OF SIGNER

FROM: AFFIX

STAMP

HERE

TO:

DATE AND LOCAL TIME

SOLICITATION NO.

STANDARD FORM 1447 (REV. 3/2005) BACK

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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0001 Solicit & retain Advisor/Gatekeeper to assist IFD with the Global Engagement Call for Proposals to be announced in London & Dubain on October 2011.

PR NUMBER: OPIC-301-11-0028

DELIVERY DATE: 08/31/2011

SHIP TO:

Overseas Private Investment Corporation 1100 New York Ave NW Washington DC 20527

FOB : Destination

1.00 EA

Table of Contents

PAGE 3 OF 11 OPIC-11-R-0047

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF WORK

SECTION I CONTRACT CLAUSES

I. 1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JUN 2010)

PAGE 4 OF 11 OPIC-11-R-0047

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF WORK

Statement of Work (SOW) global engagement call for proposals Consultant

Part A—General Information

A.1 INTRODUCTION

The Overseas Private Investment Corporation (OPIC or, the Agency), a self-sustaining agency of the U.S.

Government, is seeking a capital markets consultant (a Consultant) to assist the Agency’s Investment Funds Department (IFD) with:

· The identification of qualified emerging market private equity fund managers that have experience managing private equity funds similar to the Task identified in Part B below;

· In consultation with OPIC, the design of the Global Engagement Call for Proposals (the Call) and other related materials, including a recommendation of the key criteria that will be used for fund manager selection, a comprehensive questionnaire that will be used to evaluate a fund manager’s track record and qualifications, and a frequently asked questions memorandum (FAQ memo) that will assist in the recruitment and solicitation of submissions from qualified private equity managers;

· An analysis of all submissions and a written summary of each submission with a recommendation to OPIC that consistently applies the criteria to determine which proposals will warrant continued due diligence; and

· In consultation with OPIC, comprehensive due diligence on the finalist(s) and preparation of a written recommendation to OPIC on each finalist; this diligence will include, if necessary, international travel to each finalist’s core market(s).

In submitting a response, consultants may respond to the proposed fund project in Part B– Task. Please provide price and timeline of completion for each task identified in Part C – Work Requirements. OPIC intends to issue a fixed-price contract, with estimated additional travel and out of pocket expenses at cost.

A.2 BACKGROUND

OPIC was established as an agency of the U.S. government in 1971. It helps U.S. businesses invest overseas, fosters economic development in new and emerging markets, complements the private sector in managing risks associated with foreign direct investment, and supports U.S. foreign policy. Because OPIC charges market-based fees for its products, it operates on a self-sustaining basis at no net cost to taxpayers. OPIC’s political risk insurance and financing help U.S. businesses of all sizes invest in more than 150 emerging markets and developing nations worldwide. Over the agency’s 35-year history, OPIC has supported $188 billion worth of investments that have helped developing countries to generate over $13 billion in host-government revenues and create over 800,000 host-country jobs. OPIC projects have also generated $74 billion in U.S. exports and supported more than 274,000 American jobs.

Since the program’s inception, IFD has provided approximately $4.2 billion in guaranteed support to over 55 privately owned, privately managed investment funds that make direct equity and quasi-equity investments primarily in new, expanding or privatizing companies in a number OPIC-eligible countries. The capital structure of each fund has historically been comprised of OPIC-guaranteed debt commitments. OPIC presently has outstanding commitments of approximately $2.3 billion in investment guarantees to 37 active funds.

A.2.a The Call for Proposals

To ensure that OPIC’s IFD portfolio operates on a self-sustaining basis, reflects current policy priorities, and addresses the dynamics of the private equity market, OPIC will be guided by its asset allocation strategy in its selection of qualified fund(s). As such, OPIC can coordinate its response to policy initiatives and market needs while also maintaining a diversified portfolio of funds.

OPIC has established a transparent and competitive process of recruitment and selection of qualified fund managers for the funds that OPIC supports. This process involves a publicly released call for proposals akin to an RFP (the Call) and an evaluation and review of proposals by an internal committee appointed by OPIC (the Evaluation Committee, or EC). Final approval of any OPIC fund commitment is

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generally made by OPIC’s Board of Directors. OPIC anticipates that it may support several funds from this Call. The Consultant will be asked to provide assistance with respect to each of the finalists that OPIC takes forward to its Board of Directors.

PART B – TASK

OPIC seeks to finance one or more selected funds to facilitate the investment of risk capital to companies or projects within OPIC-eligible countries for new business development, existing company expansion, restructuring, and/or privatization. OPIC is seeking a Consultant to assist it in the selection of one or more Managers to receive OPIC financing for funds focused primarily on achieving long-term capital appreciation through growth and expansion investment strategies. A fund’s investment focus is not necessarily expected to be sector specific; however, a fund’s proposal is expected to reflect the manager’s prior successful experience and track record in sectors and countries with which it is familiar. OPIC will also consider managers with less established track records or strategies involving more risk on a selective basis.

The funds will be privately owned and privately managed, and their specific investment strategies would be determined based on the proposals submitted by qualified fund managers. The Call will consider funds with various investment strategies, which may include, but will not be limited only to: funds that primarily invest with equity, or equity-like instruments (e.g., convertible loans, mezzanine debt, loans with equity warrants or options); opportunistic/asset restructuring debt funds; fund of funds; and other unique fund structures.

This Call will be global, and the funds may be country-, regionally- or globally-oriented, and will invest predominantly in OPIC-eligible countries. Special consideration may be given for funds that:

(1) meet OPIC’s existing priority geographies and/or sectors, which include: the greater Middle East, South and Southeast Asia, and Africa; and sectors within the domain of renewable energy and the sustainable utilization of natural resources; (2) have achieved a first closing or have a high probability of doing so; and (3) have management teams demonstrating that they have been together for a significant amount of time, and have a demonstrated track record together as a team. These special considerations are illustrative and may be subject to change depending on Agency priorities.

As part of the Consultant’s Task, consideration will be given to its input on the appropriate criteria with which to screen for higher-quality funds and fund managers. Based on a surge in the number of fund submissions received across the past several calls, OPIC is extremely concerned that a broader call would attract an even greater number of applicants and place a greater strain on departmental resources. As such, significant time will be spent working with the Consultant to construct language for the Call that serves to minimize this possiblity.

OPIC and the Consultant will assess the various factors that determine the size of each fund as part of the analysis, and the amount and proportion of OPIC support will be determined on a case by case basis but will generally not exceed one third of the total capital of the proposed fund(s). The remaining two thirds of a fund’s capital would be equity raised by the Manager(s) from private institutional investors, development financial institutions and/or high net worth individuals. It is expected that OPIC will provide financing ranging between $50 million and $150 million in total capital for each selected fund, which would translate into a minimum total fund size of $150 million.

The Call for Proposals for the above is expected to be issued no later than December 1, 2011.

PART C – WORK REQUIREMENTS

C.1. SCOPE OF WORK (SOW)

For the Task in Part B above, the Consultant will assist the Agency in the recruitment and selection of one or more fund managers, which will include, in consultation with OPIC, the following tasks:

A. Identification of qualified private equity fund managers that have experience managing funds similar to the Task, preferably in emerging markets (Pre–marketing process). The Consultant’s prior experience with prospective managers outlined in Part B – Task in developing countries, and pre-existing research and/or an up to date forward calendar focused on such managers is very important. Pre-marketing may also include international travel to specific emerging markets private equity conferences as requested by OPIC. Pre-marketing could also include discussions with first-time groups that can demonstrate the necessary individual track records and relevant experience needed for their proposed investment strategy;

B. In consultation with OPIC, the design of the Call and other related materials, and importantly, establishment of the basic criteria against which each proposal will be evaluated (the Criteria);

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C. Recruitment of fund management proposals from qualified management groups by contacting prospective managers, attending industry conferences where requested, and providing a pipeline report to OPIC of such contacts and relevant responses;

D. Coordination of responses to applicants’ questions while the Call is open (in conjunction with the project team);

E. Evaluation of all submitted manager proposals, preparation of a written summary report on the proposals, recommendation to OPIC that consistently applies the Criteria that will establish whether continued due diligence is warranted, and development of a list of recommended finalist candidates for further due diligence (the Finalists);

F. For each Finalist proposal, the Consultant will perform the following:

Interviews - Attend all interviews of each Finalist at OPIC headquarters in Washington, D.C., and preparation of a comprehensive report and a recommendation to the EC to proceed or not to proceed with additional due diligence based on the desk research and interview results.

Second EC meeting following interviews - The Consultant will make itself available either by telephone or in person for an EC meeting to be held following the interviews. At this meeting, a recommendation will be made to determine whether Complete Due Diligence (described below) will be conducted on the selected candidates. Should the EC determine that Complete Due Diligence should not be performed on some candidates (the Semi Finalists), the Consultant along with the project team will prepare a written report on each of these Semi Finalists articulating the reasons why the proposals did not merit further consideration.

Complete Due Diligence, including site visits - The Consultant will conduct customary, comprehensive due diligence on Finalist proposals, including: preparing a written report to OPIC that provides an in-depth quantitative analysis of the Finalist’s investment track record and portfolio diversification, highlighting the manager’s returns as they compare to vintage year benchmark statistics; analyzing key company results; critiquing the proposed management team, the manager’s organization, the investment process, the manager’s capabilities, and the proposed structure and terms; call references for each Finalist; and review other issues deemed relevant by OPIC and the Consultant.

G. Participate as a resource to OPIC, including presentations/attendance at all EC meetings at OPIC headquarters (minimum two); interviews at OPIC or other selected sites in the United States with each Finalist group; and as required, international site visits to each Finalist’s core market(s).

C.2 DELIVERABLE ITEMS

For the Part B-Task above, the Consultant shall deliver the following items to OPIC:

a. A proposed work plan and schedule, with the objective of delivering a final report and recommendations, by September 30, 2011;

b. A market analysis and identification of qualified emerging market fund managers that have a track record or relevant experience in their respective field of expertise, and develop a forward calendar of such managers that would meet the Criteria. A call report of contacts made with potential fund managers or relevant parties to develop interest in the Call and gain market intelligence. Such call report should be completed and delivered to OPIC before the issuance of the Call for Proposals no later than November 15, 2011;

c. A Draft Call for Proposals, including Criteria for Selection and suggested scoring methodology; a Fund Manager Questionnaire; and a FAQ memo (these items will be done in conjunction with the project team);

d. During the pre-marketing period, i.e., prior to the launch of the Call, provide bi-weekly reports to OPIC on status of contacts with potential fund managers;

e. Within two weeks after the closing of the Call, a written evaluation of each submission complete with a recommendation to OPIC that consistently applies the factors that will establish whether continued due diligence is warranted, and a recommendation and a rating of Finalists as against the Criteria for Selection. For:

Finalists - A comprehensive, written due diligence report on each Finalist’s proposal, including:

an in-depth quantitative analysis of each Finalist’s investment track record and portfolio

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diversification; analysis of the manager’s returns as they compare to benchmark statistics, including by vintage year, investment strategy, and by sector or geography (as pertinent); an analysis of key portfolio company results; and a critique of the consistency of the manager’s investment strategy.

If there are first-time fund managers, a detailed analysis of the individual track records per the factors above. The Consultant shall also review: the proposed management team; the manager’s current and proposed organization; the fund’s investment process; the manager’s capabilities; the proposed fund structure and terms; and the references for each Finalist; and for:

Semi Finalists - A report on each Semi Finalist articulating the reasons why these proposals do not merit further consideration following the interviews and second EC meeting.

Part D – SUPPORTING INFORMATION

D.1 PLACE OF PERFORMANCE

For each Task in Part B above, desk research will be conducted at the Consultant’s place of business and all meetings will take place in Washington, D.C., or other U.S. locations. Performance of the Tasks will likely require overseas travel, which will be reimbursable at reasonable cost (in accordance with US Government travel regulations). Any questions as to the reasonability of a particular cost shall be addressed to/approved by the contracting officer prior to incurrence.

D.2 PERIOD OF PERFORMANCE

The period of performance for this contract shall be up to 18 months from the date of receiving OPIC’s instruction to proceed, which would be expected around September 23rd, and may be extended further upon mutual consent.

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SECTION I

CONTRACT CLAUSES

I. 1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JUN 2010)

(a) "Inspection/Acceptance." The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) "Assignment." The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) "Changes." Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) "Disputes." This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C.

601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) "Definitions." The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) "Excusable delays." The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) "Invoice."

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

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(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) "Patent indemnity." The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) "Payment."--

(1) "Items accepted." Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) "Prompt payment." The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) "Electronic Funds Transfer (EFT)." If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) "Discount." In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) "Overpayments." If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) "Risk of loss." Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

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(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) "Taxes." The contract price includes all applicable Federal, State, and local taxes and duties.

(l) "Termination for the Government`s convenience." The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor`s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) "Termination for cause." The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) "Title." Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) "Warranty." The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) "Limitation of liability." Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) "Other compliances." The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) "Compliance with laws unique to Government contracts." The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) "Order of precedence." Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) "Central Contractor Registration (CCR)."

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government`s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day`s written notification of its intention to

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(A) change the name in the CCR database;

(B) comply with the requirements of Subpart 42.12; and

(C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database.

Information provided to the Contractor`s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of Clause)

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