OPIC-12-R-0012.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

RATING

PAGE OF

PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

OPIC-12-R-0012 SEALED BID (IFB)

NEGOTIATED (RFP)

OPIC-871-12-0006

OPIC-871-12-0006

7. ISSUED BY CODE OPIC 8. ADDRESS OFFER TO (If other than Item 7)

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

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

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 2 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in 1100 New York Avenue, NW Washington, DC 20527 until 1:00

PM ET

local time JUL 03, (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawls: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION CALL

A. NAME

Robert Campbell

B. TELEPHONE (NO COLLECT CALLS)

202-336-8553

C. E-MAIL ADDRESS

rcamp@opic.gov

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGES(S) (X) SEC. DESCRIPTION PAGE(S)

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 I CONTRACT CLAUSES -

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 15 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT - J LIST OF ATTACHMENTS -

D PACKAGING AND MARKING - PART IV - PRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE - K REPRESENTATIONS, CERTIFICATIONS AND OTHER -

F DELIVERIES OR PERFORMANCE - STATEMENTS OF OFFERORS

G CONTRACT ADMINISTRATION DATA - L INSTRS., CONDS., AND NOTICES TO OFFERORS -

H SPECIAL CONTRACT REQUIREMENTS - M EVALUATION FACTORS FOR AWARD -

OFFER

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all itmes upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS OF

OFFEROR

DUNS: (Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

See Schedule

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C 23004(c) ( ) 41 U.S.C 253(c) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER(Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice. (Must be fully completed by offeror)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

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

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 2 OF 15 OPIC-12-R-0012

0001 Request for Outside Contractor to Prepare a Business Valuation for ZAO Star Networks located in Russia

(118-2009-530-DI)

PR NUMBER: OPIC-871-12-0006

DELIVERY DATE: 06/16/2012

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 15 OPIC-12-R-0012

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Clauses

PAGE 4 OF 15 OPIC-12-R-0012

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Clauses

SECTION B

PRICES

B.1 MAXIMUM VALUE OF CONTRACT

The maximum potential value of the contract for all ordering periods shall not exceed $ To Be Determined_.

STATEMENT OF WORK

C.1 SCOPE OF WORK

OPIC is seeking a consultant/international accounting firm that is able to prepare a full business valuation for ZAO Star Networks, an internet service provider located in Russia.

C.2 SPECIFIC TASKS

(a) The contractor shall provide a valuation of ZAO Star Networks’ business in order to estimate its fair market value for the purpose of: a) offering ZAO Star Networks or its parent company for sale (including by way of an assignment of OPIC’s rights under the financing documents for value) or b) foreclosing on its and/or its parent company’s pledged shares and liquidating its respective assets.

(b) The contractor shall identify and quantify any competing claims or other obligations (e.g., taxes owed and unpaid, advances from the parent company to ZAO Star Networks or other affiliated parties, unpaid salaries) of ZAO Star Networks and its parent company.

(c) The contractor shall determine what might be the expected recovery if OPIC decides to proceed with such sale or foreclosure and such foreclosure is successful.

(d) The contractor shall appraise the subjects in accordance with the Uniform Standards of Professional Practices (USPAP) as promulgated by the Appraisal Foundation and the International Valuation Standards (IVS) published by the International Valuation Standards Council.

(e) The contractor shall be required to consult with officials and clients of as well as counsels and agents to OPIC, other U.S. Government agencies, and officials of the Government of Russia and/or Cyprus when deemed appropriate or necessary by OPIC.

(f) The valuation must include a list of potential buyers by name and contact information for each entity or its liquidated assets.

C.3 REPORTS

The contractor shall submit a report that includes an assessment of the current fair market value of each entity based on a review of such entity’s operations, cash flow, financial statements and reconstructed forecasts, industry and local market review, and its respective assets.

C.4 TIMING

(a) The contractor shall provide an initial report of the market within the first month from the contract date.

(b) The contractor shall provide progress reports with each invoice for work performed. Progress reports shall be in narrative form and should be brief and informal in content.

(c) The contractor shall provide a final business valuation report for each entity within three months after the initial report.

SECTION D

PACKAGING AND MARKING

RESERVED

SECTION E

INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE - GENERAL (ALTERNATE III)

PAGE 5 OF 15 OPIC-12-R-0012

(a) Acceptance of the work required under the contract will be made by the Contracting Officer's Technical Representative (COTR). OPIC shall have the right to inspect the work being performed under this contract at any time. Such inspections are for the sole benefit of OPIC and do not relieve the Contractor of any requirement under this contract.

(b) Any work found not to be in compliance with the contract shall be corrected by the Contractor at no additional cost to OPIC or an appropriate price reduction may be taken.

(c) Inspection of the work shall be made as soon as practicable after completion of the work and subsequent acceptance shall be final except for latent defects, fraud, gross mistakes amounting to fraud or OPIC’s rights under warranty.

(d) Acceptance shall be considered final unless the Contractor is notified in writing within 15 days of receipt of the work by OPIC.

SECTION F

DELIVERIES OR PERFORMANCE

F.1 CONTRACT TERM

This contract shall remain in effect from date of award through three months after date of award.

F.2 DELIVERIES

Unless otherwise specified, all deliveries under this contract shall be made to:

Deborah Moronese Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, DC 20527

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

The Contracting Officer’s Technical Representative (COTR) for this contract is:

Jeffery Constantz Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, DC 20527 Phone: 202-312-2158 Email: Jeffery.Constantz@opic.gov

(a) COTR Limitations: Performance of the work under this contract shall be subject to the technical direction of the COTR. Technical direction shall be issued in writing by the COTR with a copy to the Contracting Officer and must be within the specifications/scope of work as described in Section C. The COTR does not have the authority to, and may not issue any technical direction which: (1) constitutes an assignment of additional work outside the existing specifications/scope of work; (2) constitutes a change; (3) in any manner causes an increase or decrease in the total contract cost, the fixed fee (if any), or the time required for contract performance; (4) changes any of the expressed terms, conditions, or specifications of the contract; or (5) interferes with the Contractor's right to perform the terms and conditions of the contract.

(b) Technical Direction. The term "technical direction" is defined to include the following:

(1) Directions to the Contractor which direct the contract effort, shift work emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish the contractual Statement of Work;

(2) Provision of written information to the Contractor which assists in the interpretation of drawings, specifications, or technical portions of the work description; and, PAGE 6 OF 15 OPIC-12-R-0012

(3) Review and, where required by the contract, approval of technical reports, drawings, specifications, products and technical information to be delivered by the Contractor to OPIC under the contract.

G.2 CORRESPONDENCE PROCEDURES

a) Technical correspondence shall be sent to the COTR, with an information copy furnished to the Contracting Officer.

b) All other correspondence shall be sent to the Contracting Officer, with an information copy to the COTR. The OPIC contract number, task or delivery order number and/or modification number shall be included on all correspondence, information, forms, reports, invoices, etc., relating to this contract.

G.3 INVOICING

The contractor shall invoice monthly for work performed under this contract or delivery/task order.

Payment will be made at prices stipulated in this contract less any deductions provided for. No partial payments are authorized.

G.4 PAYMENTS

a) Payment Due Date. The due date for making payments shall be 30 calendar days after the later of:

1) Date designated paying office has received a proper invoice (see para. c. Invoice Content) or

2) Date OPIC has accepted goods or services. If delivered goods or completed services are found defective, the provisions of this paragraph will be reapplied upon receipt of corrected goods or services. Payment shall be considered as being made on the date of an electronic funds transfer.

b) Billing Instructions. The contractor shall submit an original invoice and one copy to the following office: Overseas Private Investment Corporation, Attn: Deborah Moronese, 1100 New York Avenue, NW, Washington, DC 20527. Additionally, the contractor shall send one copy of the invoice directly to the Contracting Officer.

c) Invoice Content. A proper invoice shall include the following: Name and address of the contractor;

taxpayer identification number (TIN); invoice date; contract number or other authorization (including delivery/task order number and contract line item number); description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed; shipping and payment terms (e.g., shipment number and date of shipment, prompt payment discount terms); name of payee, telephone number and address where payment is to be sent; name, telephone number and address of person to be notified in the event of a defective invoice; and any other documentation required by the contract. An invoice that does not include the minimum elements set forth herein or contains incorrect information is considered defective and will be returned to the Contractor.

d) Payment Method. All payments will be made by electronic funds transfer. The Contractor shall be registered in the Central Contractor Registration (CCR) database, per the clause titled, Required Central Contractor Registration. Electronic payment information will be downloaded from the CCR.

Payments will only be issued when the Contractor’s CCR record is current. Invoices will be returned to the Contractor without payment if the Contractor’s CCR record has expired.

e) Interest. Any and all amounts that become payable to either of the parties to this contract shall be subject to interest at the rate determined by the U.S. Treasury under the procedures of the Prompt Payment Act (31 U.S.C. 3901-6 et. seq.) or the Debt Collection Act (31 U.S.C. 3701 et. seq.). Interest penalties are not required on payment delays due to defective invoices.

G.5 POST-AWARD CONFERENCE

OPIC intends to hold a post-award conference with the contractor no later than 2 weeks after contract award. The purpose is to bring all relevant contract administration personnel together to ensure a clear, mutual understanding of the contract requirements/objectives and personnel roles and responsibilities. Any changes to the contract resulting from a post-award conference must be made by contract modification.

G.6 REFUNDS

The Contractor agrees that any refunds, rebates, or credits (including any related interest) accruing to or received by the Contractor or any assignee, that arise under this contract and for which

PAGE 7 OF 15 OPIC-12-R-0012

the Contractor has received reimbursement, will be paid by the Contractor to OPIC. The Contractor shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, an assignment to OPIC of such refunds, rebates, or credits including any interest in form and substance satisfactory to the Contracting Officer.

SECTION H

SECURITY REQUIREMENTS

H.1 CONFIDENTIALITY

The preliminary and final deliverables for all associated working papers, documents and other material identified by OPIC that have been generated by the Contractor in the performance of this contract are the property of OPIC and must be submitted to the COTR at the conclusion of the contract.

These deliverables, working papers and documents cannot be reproduced or retained by the Contractor.

This information shall not be released by the Contractor without the prior written approval of the Contracting Officer.

H.2 SECURITY PROCEDURES AND REGULATIONS FOR CONTRACTORS (ALTERNATE I)

It is not anticipated that access to OPIC premises will be required under this contract. In the event access is required, special security procedures shall apply which will be communicated to the contractor by the Contracting Officer at that time.

SECTION I

CONTRACT CLAUSES AND GENERAL PROVISIONS

I.1 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY

If OPIC receives information that a contractor or a person has engaged in conduct constituting a violation of subsection (a), (b), (c), or (d) of section 27 of the Office of Federal Procurement Policy Act (41 U.S.C. 423) (the Act), as amended by section 4304 of the National Defense Authorization Act for Fiscal Year 1996 (Pub. L. 104-106), OPIC may –

a. Cancel the solicitation, if the contract has not yet been awarded or issued; or

b. Rescind the contract with respect to which –

1. The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27(a) or (b) of the Act for the purpose of either –

(a) Exchanging the information covered by such subsections for anything of value; or

(b) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or

2. The head of the OPIC Office of Contracting has determined, based on a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsection 27(e)(1) of the Act.

If OPIC rescinds the contract under this clause, OPIC is entitled to recover, in addition to any penalty prescribed by law, he amount expended under the contract.

The rights and remedies of OPIC specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract.

I.2 REQUIRED CENTRAL CONTRACTOR REGISTRATION

(a) Offerors shall be registered in the CCR database prior to contract award, during performance, and through final payment of any contract resulting from this solicitation, except for awards to foreign vendors for work to be performed outside the United States.

(1) The offeror shall provide its DUNS or, if applicable, its DUNS+4 number with its offer, which will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

PAGE 8 OF 15 OPIC-12-R-0012

(2) Failure to register in the CCR database will render an offeror ineligible for award of an Overseas Private Investment Corporation contract.

(b) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one for CCR use. Dun and Bradstreet may be reached at 1-800-333-0505 or via the Internet at .

(c) The Contractor is responsible, during performance and through final payment, for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Overseas Private Investment Corporation’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 CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d) The Contractor shall not change the name or address for electronic funds transfer (EFT) payments or manual payments as appropriate in the CCR record to reflect an assignee for the purpose of 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 shall be considered to be incorrect information.

(e) Contractors may obtain information on registration and annual confirmation requirements via the Internet at or by calling 1-888-227-2423.

I.3 CHANGES

The Contracting Officer may at any time, by written order, make unilateral changes to the contract including orders to stop work. The Contractor may request an equitable adjustment if such change impacts on the cost or period of performance and if such request is made within 30 days from date of receipt of the written order.

I.4 COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, OPIC shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingency fee.

Bona fide agency as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts not holds itself out as being able to obtain any Government contract or contracts through improper influence.

Contingent fee as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

Improper influence, as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

I.5 DISPUTES

This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause.

Claim, as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

PAGE 9 OF 15 OPIC-12-R-0012

1. A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision.

A claim by OPIC against the Contractor shall be subject to a written decision by the Contracting Officer.

2. a. The Contractor shall provide the certification specified in this clause when submitting any claim exceeding $100,000.

b. The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

c. The certification shall state as follows: I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Overseas Private Investment Corporation is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.

3. The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in the Act.

OPIC shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer.

I.6 ENTIRE AGREEMENT

This represents the entire agreement between the parties. Any previous understandings, proposals, representations, etc., whether oral or written, are superseded in their entirety by this contract.

I.7 EQUAL OPPORTUNITY

If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with the provisions of this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause.

1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5.

2. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to –

a. Employment;

b. Upgrading;

PAGE 10 OF 15 OPIC-12-R-0012

c. Demotion;

d. Transfer;

e. Recruitment or recruitment advertising;

f. Layoff or termination;

g. Rates of pay or other forms of compensation; and

h. Selection for training, including apprenticeship.

3. The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.

4. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

5. The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement of other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or worker’s representative of the Contractor’s commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.

6. The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

7. The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR Part 60-1. Unless the contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms.

8. The Contractor shall permit access to its premises, during normal business hours, by OPIC or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order.

9. If the OFCCP determines that the contractor is not incompliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

10. The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.

11. The Contractor shall take such action with respect to any subcontract or purchase order as the Contracting Officer may direct as a means of enforcing these terms and conditions, including sections for noncompliance, provided, that is the Contractor becomes involved in, or is threatened with, litigation, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1.

I.8 EXCUSABLE DELAYS

The Contractor shall not be denied a written extension of time in the event of extraordinary causes beyond its reasonable control and without the fault or negligence of the Contractor. Examples of these causes are (1) acts of god or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, PAGE 11 OF 15 OPIC-12-R-0012

(7) strikes, (8) freight embargoes, and (9) unusually severe weather which could not reasonably be anticipated by the Contractor and that is abnormal to the area in which the work is being performed.

In each instance, the failure to perform must be beyond the control and without fault or negligence of the Contractor.

I.9 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with applicable federal law.

I.10 GRATUITIES

The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the President and CEO of OPIC or a designee determines that the Contractor, its agent, or another representative –

a. Offered or gave any gratuity (e.g., an entertainment or gift) to an officer, official, or employee of OPIC; and

b. Intended by the gratuity, to obtain a contract or favorable treatment under a contract.

The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

If this contract is terminated under paragraph 1 above, OPIC is entitled to pursue the same remedies as in breach of the contract.

The rights and remedies of OPIC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

I.11 INDEMNITY

Contractor shall indemnify the U.S. Government, the Overseas Private Investment Corporation and its officers, employees and contractors from and against any and all liabilities, injuries, damages, settlements, royalties, penalties and fines and other losses of every kind incurred in connection with any claims, assertions, threatened or filed actions, suits, investigations or proceedings concerning or resulting from any alleged or actual violation(s) of: a) any breach or alleged breach of any warranty, representation or obligation in this contract or any delivery order; b) any alleged or actual infringement of any copyright, trademark, patent or any other established intellectual property right; c) any alleged or actual violation of any federal, or state law, rule, or regulation or order;

and d) any alleged or actual death of or injury to any person, damage to any property or any other damage or loss claimed to be caused in whole or part from the contractor’s negligence or any actual or alleged defect in the goods and/or services provided under this contract.

I.12 INSURANCE

The Contractor shall, at no additional cost to OPIC, provide and maintain insurance in the types and amounts as may be required by the State in which the work will be performed.

I.13 ORDER OF PRECEDENCE – UNIFORM CONTRACT FORMAT

Any inconsistency in the solicitation or contract shall be resolved by giving precedence in the following order:

1. The Schedule (excluding the specifications).

2. Representations and other instructions.

3. Contract clauses.

4. Other documents, exhibits, and attachments.

5. The specifications.

I.14 PRICE OR FEE ADJUSTMENT FOR IMPROPER OR ILLEGAL ACTIVITY

OPIC, at its election, may reduce the price of a fixed-price type contract or contract modification and the total cost and fee under a cost-type contract or contract modification by the amount of

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profit or fee determined as set forth in this clause if the head of the Office of Contracting or his or her designee determines that there was a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423). In the case of a contract modification, the fee subject to reduction is the fee specified in the particular contract modification at the time of execution, except as provided below.

The price or fee reduction referred to above shall be –

1. For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

2. For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or fee floor specified in the contract;

3. For cost-plus-award-fee contracts –

a. The base fee established in the contract at the time of contract award;

b. If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the contractor for each award fee evaluation period or at each award fee determination point.

4. For fixed-price-incentive contracts, OPIC may –

a. Reduce the contract target price and contract target profit by an amount equal to the initial target profit specified in the contract at the time of contract award; or

b. If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

5. For firm-fixed-price contracts or contract modifications, by 10 percent of the initial contract price; 10 percent of the contract modification price; or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award or modification.

OPIC may, at its election, reduce a prime contractor’s price or fee in accordance with the procedures specified above for violations of the Act by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

In addition to the remedies listed above, OPIC may terminate this contract for default. The rights and remedies of OPIC specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

I.15 PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER

In accordance with Executive Order 12873, dated October 20, 1993, the Offeror/Contractor is encouraged to submit paper documents, such as offers, letter, or reports, that are printed/copied double-sided on recycled paper that has at least 20% post consumer material.

The 20% standard applies to high-speed copier paper, offset paper, forms bond, computer printout paper, and carbonless paper. A higher standard of 50% recovered material, with 20% post consumer material, applied to other uncoated printing and writing papers, such as writing and office paper, book paper, cotton fiber paper, and cover stock. An alternative standard for either of the standards specified above is 50% recovered material content of certain industrial by-products.

I.16 PUBLICITY

Publicity and news releases in connection with this contract shall not be made by the Contractor unless prior written approval has been obtained from the Contracting Officer.

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I.17 REMEDIES NOT EXCLUSIVE

The rights and remedies of the parties provided in the Agreement are cumulative and not exclusive and are in addition to any other rights and remedies provided by law.

I.18 SEVERABILITY

If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.

I.19 STANDARD OF PERFORMANCE

Contractor agrees to at all times act in good faith and in the best interests of OPIC and agrees to use its best efforts in performing its duties under this Contract.

I.20 SURVIVAL

The covenants contained in this Agreement which, by their terms, require their performance after the Expiration or Termination of this Agreement shall be enforceable notwithstanding the Expiration or other Termination of this Agreement.

I.21 TAXES

The contractor is responsible for, and the contract price includes, all applicable federal, state, and local taxes and duties.

I.22 TERMINATION

OPIC may terminate the contract, in whole or in part, when 1) it is in the best interest of OPIC, 2) the contractor fails to perform, 3) the contractor fails to make timely delivery of any deliverable,

4) the contractor fails to meet inspection standards, or 5) the contractor fails to make adequate progress so as to endanger performance of the contract. If this contract is terminated, OPIC shall be liable only for the contract price for completed supplies/services delivered and accepted unless the contract is terminated in the best interest of OPIC. If the contract is terminated in the best interest of OPIC, OPIC shall be liable for the contract price for completed supplies/services delivered and accepted and for the reasonable costs incurred by the Contractor in good faith resulting from the termination. Such costs shall not include any lost profit, special or consequential damages and shall be limited to the contract price less any amounts previously paid by OPIC under the contract. If termination is due to Contractor failure, OPIC may assess damages including reasonable re-procurement costs against the Contractor.

I.23 TIME IS OF THE ESSENCE

Time is of the essence in Contractor’s performance of its duties under this contract. A Contractor’s failure to meet applicable deadlines, unless it has obtained a written extension of time from OPIC, shall constitute a material breach of this contract.

I.24 WAIVER

Neither party’s waiver of the other’s breach of any term, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in this Agreement.

I.25 WARRANTIES AND REPRESENTATIONS

a) In addition to any standard commercial warranty provided by the Contractor, Contractor warrants that the goods and/or services comply with all requirements of this contract and are free from defects in workmanship for a period of three years after acceptance. Latent defects shall be corrected by the Contractor, notwithstanding the period of the warranty. Failure of the Contractor to correct latent defects shall entitle OPIC to correct the latent defect or replace the equipment or supplies and charge the Contractor accordingly.

b) Contractor warrants and represents that all information provided by the Contractor to OPIC is and will be true and correct. Contractor further warrants and represents the goods and/or services delivered do not infringe upon any copyright, trademark or patent right found in Federal or state law and that all goods and/or services delivered or provided under this contract were manufactured

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or provided in compliance with United States law and regulations and any applicable local law.

Contractor acknowledges that in entering into this agreement, OPIC has specifically relied upon the warranties and representations contained herein. All warranties and representations of Contractor, both express and implied, shall constitute conditions of sale and shall survive inspection, testing, acceptance, payment and use.

c) For goods delivered under this contract, Contractor warrants clear title to all goods and, upon delivery, acceptance and payment by OPIC title shall pass to OPIC free and clear of all liens, claims, debts and rights of any third party. Contractor warrants and represents the goods are new, genuine and are not falsely labeled. This paragraph c) does not apply to the delivery of products or parts of products made from OPIC-furnished material for which OPIC retains title.

d) OPIC shall give the Contractor notice of any defects or breach of any warranty or representation.

At OPIC’s option OPIC may 1) have the Contractor correct any defects in the goods and/or services at no cost 2) correct or replace the defective goods or services with similar goods and/or services and charge the Contractor the cost of repair or replacement or 3) make an equitable adjustment to the contract price. Any goods or services corrected by the Contractor shall be subject to this clause to the same extent as goods/services initially provided or performed. In addition, the contractor will be liable for any and all other foreseeable consequential damages, including but not limited to, damages for injuries caused by defective goods or services.

SECTION L

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 AMENDMENTS TO SOLICITATIONS

Offerors shall acknowledge receipt of any amendment to this solicitation: 1) by signing and returning the amendment; or 2) by letter. Facsimile acknowledgments are acceptable.

L.2 CONTRACT AWARD

OPIC may (a) reject any or all offers if such action is in the public interest, (b) accept other than the lowest offer, and (c) waive informalities and minor irregularities in offers received.

OPIC may award a contract or contracts on the basis of initial offers received, without discussions.

Therefore, each initial offer should contain the offeror's best terms from a cost or price and technical standpoint.

A written award or acceptance of offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer shall result in a binding contract without further action by either party. Before the offer's specified expiration time, OPIC may accept an offer, whether or not there are negotiations after its receipt, unless written notice of withdrawal is received before award. Negotiations conducted after receipt of an offer do not constitute a rejection or counteroffer by OPIC.

L.3 EXPLANATION TO PROSPECTIVE OFFERORS

Questions regarding the requirements of this solicitation must be submitted in writing and must be received by OPIC no later than June 19, 2012. They should be forwarded to the attention of Robert Campbell, at OPIC, and cite the applicable section, clause, paragraph number, and page of the solicitation that they address. Time constraints may preclude answering late submittals or questions.

L.4 PREPARATION OF PROPOSAL

A copy of the complete solicitation, including any required fill-in entries shall be provided as part of the offeror's proposal.

(a) Technical Information - The technical information furnished shall contain written narrative addressing the specification requirements and any supplemental data necessary to clearly show the offerors proposed methods for satisfying the requirements of Section C and the evaluation criteria in Section M.

(b) Past Performance - As part of the proposal, the offeror shall provide the following information relative to the five most recent customers for whom similar supplies, services or equipment were provided:

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(1) Contract Number

(2) Contracting Agency's Name and Address

(3) Contracting Officer's Name and Telephone

(4) Total Amount of the Contract

(5) Period of Performance

(6) Brief Description of the Supplies, Services or Equipment

(7) Explanation of any problems or delays encountered

(c) Pricing - The pricing proposal shall consist of a single price for the work set forth in Section C. In addition, the costs for materials, overhead, G&A, and profit shall be included in the single price.

L.5 PROPOSAL DUE DATE

Proposals are due in an original and two copies by 1:00 P.M. (E.S.T.) on July 3, 2012 at the following address:

Overseas Private Investment Corporation 1100 New York Avenue, N.W.

Washington, D.C. 20527-0001 Attention: Robert Campbell

L.6 RESTRICTION ON DISCLOSURE AND USE OF DATA

Offerors are responsible for marking any data in their proposals that they do not want disclosed to the public for any purpose.

L.7 TYPE OF CONTRACT

OPIC anticipates awarding a Firm Fixed-Price contract as a result of this solicitation.

SECTION M

EVALUATION FACTORS FOR AWARD

M.1 BASIS FOR AWARD

OPIC is seeking offers that will provide the best value for OPIC. Factors that may be considered include total cost to OPIC, technical and management features, relative quality of supplies or services, delivery schedule, financial responsibility, skill, experience, record of integrity in dealing, current and past performance, compliance with specifications, terms and conditions, and demonstrated capability to perform the statement of work. OPIC may consider other factors, without notification, if review of offers and OPIC program needs raises relevant new issues.