Amd_1.pdf

NSN 7540-01-152-8070 STANDARD FORM 30. (Rev. 10-83) Previous Edition unusable Prescribed by GSA FAR (48 CFR) 53.243

Page of Pages AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code

2. AMENDMENT MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (if applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than item 6) CODE

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

8. NAME AND ADDRESS OF CONTRACTOR (NO., Street, Country, State and ZIP Code)

CODE FACILITY CODE

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning ______ copies of amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OR OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

Check One

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______ copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 16B. UNITED STATES OF AMERICA

(Signature of person authorized to sign)

15C. DATE SIGNED

(Signature of Contracting Officer)

16C. DATE SIGNED

Table of Contents

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SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Clauses

B. 2 Questions and Answers

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Clauses

SECTION B

PRICES

B.1 ANNUAL PRICE

Base Year

Option Year 1

Option Year 2

Option Year 3

Option Year 4

SECTION C

STATEMENT OF WORK

C.1 INTRODUCTION

C.1 BACKGROUND

A. Introduction

The Overseas Private Investment Corporation (OPIC) is an independent, self#sustaining U.S. government agency whose mission is to mobilize and facilitate the participation of U.S. private capital and skills in the economic and social development of less developed countries and areas, and in countries under transition from non-market to market economies. OPIC assists U.S. companies by providing financing (from large structured finance to small business loans), political risk insurance, and investment funds. OPIC complements the private sector in managing risks associated with foreign direct investment and supports U.S. foreign policy.

Based on OPIC’s authorizing legislation, the Foreign Assistance Act (FAA), it has prepared financial statements in accordance with generally accepted accounting principles for commercial entities.

Effective Fiscal Year 2014 OPIC will be required to submit statements and reports to OMB and Treasury under the status of a Verifying Agency. This requirement will necessitate a restatement of OPIC’s commercial GAAP financial statements to federal GAAP financial statements prepared in accordance with Statements of Federal Financial Accounting Standards (SFFAS) promulgated by the Federal Accounting Standards Advisory Board (FASAB) and OMB Circular A-136 Financial Reporting Requirements.

Also effective for FY2014 OPIC is submitting accounting and budgetary data to Treasury using the Governmentwide Treasury Account Symbol Adjusted Trial Balance System (GTAS). GTAS replaces the functionality of FACTS I, FACTS II, IFCS, and IRAS reporting systems as the primary means of reporting agency trial balance data.

B. Management

A fifteen#member board consisting of representatives of the public and private sector oversees the activities of OPIC. The President of OPIC, a member of the board, directs the day#to#day operations of the Corporation.

C. Operations

· OPIC operates from its facilities at 1100 New York Ave, NW, Washington, DC

· Gross revenues at the end of fiscal year 2013 totaled $450 million with net income of $162 million.

· At September 30, 2013 OPIC had assets exceeding $8.5 billion,

· Full#time equivalent employment stands at approximately two hundred (200) employees.

· In fiscal year 2014 OPIC's administrative operating budget is approximately $63 million

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D. Present Accounting System

OPIC employs a fully automated accounting and budgetary system to assist in the preparation of reports on the results of operations for management, other federal agencies, Congress, and the public. This system also supports the insurance and finance programs. OPIC uses Oracle Government Financials (OGF), a fully automated accounting and budget system, for its core financial system. OGF is compliant with the U.S. Standard General Ledger (SGL). Business processes for the insurance programs is currently handled by APPX, a WANG subsidiary system, with uploads of data from APPX to OGF processed on a daily basis.

OGF is a management control system reflecting obligations and expenditures incurred for each department, cost center, object class and general ledger account classification. The funds control for budgetary accounting purposes resides in OGF. The system reflects actual cost data by major expense categories such as salaries, contracted services and other administrative costs. It also facilitates accounting for revenues generated by premiums from insurance programs, interest and fees related to the finance program, interest realized from investments in U.S. Government securities and recoveries related to claims. Financial reports include all pertinent financial data for the period covered and are prepared on a consistent basis from one period to another.

Major sources of data are vendor invoices, travel vouchers, insurance contracts, loan agreements, election of insurance coverage forms, transaction confirmations, schedules of disbursements, contracts for services and purchase orders for supplies and services.

E. OPIC’s Insurance, Direct Loan and Loan Guarantee Programs

OPIC issues insurance and financing under a single, $29 billion limit for both programs, fixed by statute in the FAA. At September 30, 2013, OPIC’s insurance and finance programs have collectively utilized $18 billion of this limit.

OPIC’s finance activities are subject to the Federal Credit Reform Act (FCRA) of 1990. FCRA requires agencies to estimate the long-term cost to the government of each fiscal year’s new credit transactions and to obtain funding through the appropriations process equal to the net present value of such costs at the beginning of the year. OPIC’s credit funding is available for three years.

In fiscal year 2014, OPIC’s appropriations legislation authorized the corporation to use $27 million of its accumulated earnings to cover the future costs of credit transactions committed in fiscal years 2014 through 2016.

Political risk insurance provided by OPIC is available to U.S. investors, contractors, exporters and financial institutions involved in international transactions. Political risk insurance can cover currency inconvertibility, expropriation, and political violence, and is available for investments in new ventures, expansions of existing enterprises, and privatizations and acquisitions with positive developmental benefits.

C.2 GENERAL OBJECTIVES

OPIC’s financial statements must be presented in accordance with generally accepted accounting principles and applicable government standards. By virtue of OPIC's status as a government corporation, it is affected by certain new statutes and implementing OMB circulars and other directives. The primary objectives of this contract include: 1) advising OPIC management as to reasonable and meaningful ways of presenting financial information consistent with these laws and guidelines; 2) providing operating support in the transition of the presentation of the agency’s financial statements in accordance with federal GAAP; and 3) assisting staff in all aspects of reporting in accordance with federal laws and regulations.

C.3. SERVICES TO BE PROVIDED

1. Contractor support to assist in all aspects of the implementation of federal GAAP reporting (i.e.

verifying agency, GTAS reporting, and A-136 compliant Annual Management Report) including, but not limited to:

a. Preparation of quarterly and year-end, comparative federal financial statements, disclosures, required supplemental information and a crosswalk / reconciliation to current commercial GAAP statements.

b. Assessment of the auditability of OPIC’s federal financial statements including analyzing the underlying transactions and differences between the two accounting methodologies (i.e. credit reform financing transactions, derivative transactions, etc.).

c. Develop and document processes and procedures related to financial reporting.

d. Train current personnel to assume responsibility for new reporting requirements in future periods

2. Assist in correcting any processes identified as needing improvement by auditors or internal control assessments during the transition

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C.4. DELIVERABLES

1. Project Plan including milestones within 30 days of contract award

2. Monthly Status Reports and periodic management briefings

3. Analysis of underlying transactions and differences between the two accounting methodologies (i.e.

credit reform financing transactions, derivative transactions, etc.).

4. Third quarter federal financial statements and crosswalk / reconciliation to current GAAP statements.

5. Year-end comparative, federal financial statements, disclosures, required supplemental information, and crosswalk / reconciliation to current commercial GAAP statements.

6. Report on the Assessment of the Auditability of federal statements.

7. Documentation of financial reporting procedures

8. Workpapers including all supporting schedules and documentation of all analyses.

C.5. QUALIFICATIONS

Contractor must have the following qualifications:

· Extensive experience preparing and auditing financial statements prepared under federal and commercial GAAP

· Expert knowledge of federal credit reform accounting and reporting including experience preparing statements with transactions subject to the Federal Credit Reform Act

· Extensive knowledge of federal accounting and reporting requirements

· Certified Public Accountant and Certified Government Financial Manager preferred

C.6 SELECTION CRITERIA

The contractor will be selected based on a best value decision. This means that past performance and relevant experience, technical approach, and staff qualifications are more significant than cost. The following provides information on the factors and how they are weighted:

A. PAST PERFORMANCE AND RELEVANT EXPERIENCE OF CONTRACING ORGANZATION

Potential contractors will be evaluated based on their past performance and experience providing contract support to federal agencies in preparing financial reports and / or auditing federal financial statements. The potential contractor should provide the name(s) of the entity to which services were provided and explain any complicated or unique accounting and auditing issues associated with these organizations. Along with discussing the specific issues associated with these organizations, the potential contractor must also explain their experience in the following areas which are considered essential to this task order:

· Preparation of federal financial statements, disclosures and required supplemental information

· Federal credit reform accounting and reporting, specifically preparation of financial statements and disclosures which include federal credit transactions

· Preparation of commercial financial statements and disclosures

· Audit of federal financial statements

B. TECHNICAL APPROACH

Under this factor, potential contractors will be evaluated based on their proposed overall and specific technical approach, along with their understanding of the specific issues and risks relating to the services to be provided. Potential contractors are expected to present their overall understanding of the applicable reporting requirements, demonstrate their understanding of the specific issues and risks associated with each task, and present an overall approach and methodology for providing the services and completion of the deliverables. In addition, the potential contractors must discuss how their technical approach will be tailored to meet the federal reporting due dates.

Potential contractors should also demonstrate their understanding of current accounting and auditing issues (i.e., pending changes to FASAB accounting and GAO auditing standards, and OMB guidance) that may affect OPIC.

Potential contractors should include proposed estimates of time (by labor category and labor hours) and costs necessary to perform the services and submit the required deliverables.

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C. QUALIFICATIONS OF STAFF

Potential contractors will be evaluated on their ability to immediately provide staff that are experienced, qualified, and trained and who have the appropriate levels of security clearances (if necessary). Contractor staff should have demonstrated experience in the areas considered essential for this task order.

All personnel assigned to this contract must have a NACI (National Agency Check and Inquires), a NACI in process, or a current clearance issued by a Federal government agency at the time they start work on the contract.

Provide a schedule of all staff that would in fact be assigned to the contract and/or resumes that include the information listed below:

· Name

· Labor Category

· Whether the person is a key personnel on this task

· Professional Certifications (CPA, CGFM, CISA, etc.) and advanced degrees.

· Total years of commercial and federal government financial statement preparation and/or audit experience.

· Total years employed by the contractor.

· Years and brief description of federal government financial statement preparation and audit experience in the last three (3) years in the areas considered essential to this task order.

· Current security clearance level, date of clearance, and agency granting clearance.

D. COST

The factors for past performance and relevant experience, technical approach, and staff qualifications are significantly more important than cost. While cost is a substantial factor and will be considered in the evaluation and selection for award, cost is less important than the other factors. Cost will be considered and evaluated in determining the overall best value and interest to the Government.

The potential contractor’s technical and cost proposal must demonstrate a clear understanding of the nature and scope of the work required. Failure to provide a realistic, reasonable and complete technical and cost proposal may reflect a lack of understanding of the Statement of Work requirements and may result in a determination that the proposal is technically unacceptable. Generally speaking, "generic" information may score lower than information "well tailored" to the selection factors.

SECTION D

PACKAGING AND MARKING

RESERVED

SECTION E

INSPECTION AND ACCEPTANCE

RESERVED

SECTION F

DELIVERIES OR PERFORMANCE

F.1 CONTRACT TERM

This contract shall remain in effect from Date of Award through March 31, 2015, with 4 one year option periods. Funding for each option period will be allocated to the contract at the time each option is exercised.

F.2 DELIVERIES

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

Ms. Terri Martin Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, DC 20527

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F.3 PLACE OF PERFORMANCE

Unless otherwise specified, all work shall be performed at OPIC Headquarters, 1100 New York Avenue NW, Washington, DC 20527. Contractor shall be provided all necessary space, furniture and equipment to perform the work required under the contract.

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

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

Ms. Terri Martin Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, DC 20527 Phone: (202) 336-8446 Email: Terri.Martin@opic.gov

(a) COR Limitations: Performance of the work under this contract shall be subject to the technical direction of the COR. Technical direction shall be issued in writing by the COR with a copy to the Contracting Officer and must be within the specifications/scope of work as described in Section C. The COR 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,

(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 COR, 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 COR. 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 (ALTERNATE I)

The contractor shall invoice monthly at prices set forth in this contract for work performed under this contract or delivery/task order.

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.

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b) Billing Instructions. The contractor shall submit an original invoice and one copy to the following office: Overseas Private Investment Corporation, Attn: Terri Martin, 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.

SECTION H

SECURITY REQUIREMENTS

H.1 Background Investigation Requirements

Contract personnel hired to perform duties on OPIC contracts at the OPIC facility or on the OPIC network are required to meet the following investigative standards prior to on-boarding at OPIC in order to receive security approval from the OPIC Security Office. The following are the investigative requirements for contract personnel:

1) A completed Background Investigation (BI) is required of:

a. Contract personnel performing work designated High Risk;

b. Contract personnel performing work designated Moderate Risk in the information technology (IT) occupations; or

c. Contract personnel with elevated access to the OPIC network.

2) A completed Moderate Background Investigation (MBI) is required of:

a. Contract personnel performing work designated Moderate Risk and who are not performing IT-related contract work.

3) A completed National Agency Check and Inquiries (NACI) is required of:

a. Contract personnel performing work designated Low Risk, or

b. Contract personnel performing work not explicitly designated under any of the aforementioned risk designations.

4) Contract personnel performing work on contracts requiring access to classified information must undergo investigative processing according to the Department of Defense National Industrial Security Program Operating Manual (NISPOM), http://www.dss.mil/isec/nispom.htm) and be granted eligibility for access to classified information prior to beginning work on the contract. The Contract Facility Security Officer must complete a DD-254 in coordination with the OPIC Security Officer and provide a Visit Authorization Letter verifying the security clearance information for all cleared contract personnel.

The Contractor Facility Security Officer is required to forward the pertinent background investigation information to the OPIC Security Officer prior to scheduling a security appointment with the Security Officer.

H.2 Favorable Determination for Employment at OPIC A favorable determination of employment at OPIC may be revoked at any time should OPIC discover derogatory information that deems a contractor employee unfit. Contractor employees deemed unfit will not be allowed to continue under the contract, and the contractor will be responsible for providing replacements acceptable to OPIC. OPIC may make a determination of a contractor employee’s fitness at any of the following points:

a. When OPIC reviews the individual’s background investigation. Red flag issues include:

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i. Having been fired from a previous job or having left under unfavorable circumstances within the past 5 years (or longer, depending on the security form questions and type of investigation);

ii. Failure to register with the Selective Service System (applies to male applicants born, after December 31, 1959);

iii. Within the past 5 years (or longer, depending on the security form questions and type of investigation), any arrest, charge, or conviction that has been upheld for violent or dangerous behavior or a pattern of arrests that demonstrates disregard for the law;

iv. Illegal drug use within the previous year, or drug manufacture or other involvement for profit within the past 5 years (or longer, depending on the security form questions and type of investigation).

b. When OPIC becomes aware that the contractor employee may not be fit to perform work for or on behalf of a federal agency. The contractor is responsible for monitoring its employees’ fitness to work and notifying OPIC immediately of any contractor employee arrests or illegal drug use.

H.3 HSPD-12 Requirements

Contractor employees needing unescorted access to the OPIC facility or network for more than 14 consecutive days are required to complete the requirements for a HSPD-12 Personal Identification Verification (PIV) card with the Security Office two weeks prior arrival at OPIC. Eligible contractor employees must have completed the appropriate level of background investigation or above (reference section 1), comply with all other investigative and HSPD-12-related requirements, and be determined by the OPIC Security Officer to be fit for employment at OPIC.

H.4 OPIC Badge Enrollment Form

To ensure timely contract performance, the contractor must be prepared to immediately submit upon contract award the contractor employee on the OPIC Badge Enrollment Form. Contractor personnel will complete section 1 and the COTR will complete sections 2 and 3 of the OPIC Badge Enrollment Form. The form can be faxed to OPIC Security Office (202) 408-5155 or e-mail to . The OPIC Badge Enrollment Form must be encrypted or password protected if sent via e-mail. Upon receipt of the OPIC Badge Enrollment Form, the OPIC Security Office will contact the contractor to schedule a security appointment.

H.5 OPIC Security Appointment:

Contractor personnel will attend a security appointment at 1100 New York Avenue, NW, Washington DC, 20527, Room 10189, at the scheduled time. The contractor is required to bring the 2 forms of valid government-issued identification, to include the following document types:

o Driver’s License from U.S. state or territory o Social Security Card o Passport o U.S. Military ID o Permanent Resident Card or Alien Registration Receipt Card o Birth Certificate o Naturalization Certificate or Certificate of U.S. Citizenship o Voter Registration Card The Security Office will take picture of candidate, capture electronic fingerprints, scan 2 forms of identification, and complete digital enrollment of candidate into the USAccess System in order to process HSPD-12 PIV badge. The contractor will review and sign the Rules of Behavior. Upon successful completion of all security requirements for contract personnel at the security appointment, the Security Office will notify the COTR for instructions on setting an arrival date.

H.6 Arrival Date and Orientation:

Contractor personnel will be allowed to begin work at OPIC on Mondays, no earlier than 14 calendar days from the date of their security appointment. The contractor personnel will be required to arrive at 1100 New York Avenue, NW, Washington DC, 20527, Room 10199, at 10:30am. The contractor personnel will receive and activate the HSPD-12 PIV badge and activate their network account. If not previously completed, the contractor will sign the Rule of Behavior before accessing their network account for the first time. If the HSPD-12 PIV badge has not arrived from GSA or is defective, a temporary OPIC badge will be issued in the interim.

SECTION I

CONTRACT CLAUSES AND GENERAL PROVISIONS

I.1 CHANGES

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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.2 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.

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.3 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.4 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

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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,

(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.5 GOVERNING LAW Alt 1

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

I.6 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.

I.7 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.8 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.9 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.10 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.11 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.12 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.13 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.14 REQUIRED CENTRAL CONTRACTOR REGISTRATION

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(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.

(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.

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 February 21, 2014. 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.

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(a) Technical Information - The offeror is required to submit 3 complete copies of its technical proposal. 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. The offeror must detail its technical approach for fulfilling this requirement. The technical portion of the proposal must include the following:

1. A staffing plan that adequately details the contractor's approach to staffing this requirement. At a minimum, the offeror must include the background and experience of the critical personnel working on the project. (maximum of 5, one-sided pages)

2. A technical approach demonstrating how the offeror plans on meeting the relevant requirements of the Statement of Work (SOW). (maximum of 15, one-sided pages)

(b) Past Performance - The offeror is required to submit 3 complete copies of its past performance.

The offeror's past performance shall consist of the following:

1. Potential contractors will be evaluated based on their past performance and experience in providing contract support to federal agencies in preparing financial reports and/or auditing federal financial statements. The potential contractor should provide the name(s) of the entity to which services were provided and explain any complicated or unique accounting and auditing issues associated with these organizations. Along with discussing the specific issues associated with these organizations, the potential contractor must also explain their experience in the following areas which are considered essential to this contract:

(a) Preparation of federal financial statements, disclosures and required supplemental information

(b) Federal credit reform accounting and reporting, specifically preparation of financial statements and disclosures which include federal credit transactions

(c) Preparation of commercial financial statements and disclosures

(d) Audit of federal financial statements

L.5 PROPOSAL DUE DATE

Proposals are due in an original and two copies by 4:00 pm (E.S.T.) on March 10, 2014 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 Time and Materials 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, 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.

B. 2 Questions and Answers

SOLICITATION OPIC-14-R-0015

QUESTIONS AND ANSWERS

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Question 1. Is there an incumbent contractor for this requirement?

Answer 1. No. This is a new requirement.

Question 2. Does OPIC expect to require contractor-branded deliverables under this contract?

Answer 2. Yes, for the Report on the Assessment of the auditability of federal statements. No, for all other deliverables identified in the RFP.

Question 3. Will there be any government provided equipment, such as computers?

Answer 3. Yes, OPIC will provide office space and equipment necessary to perform under the contract.

Question 4. Is there a U.S. citizenship requirement?

Answer 4. No.

Question 5. What is the definition of immediately in terms of how quickly employee badge forms must be submitted?

Answer 5. Within one week of contract award.

Question 6. Would OPIC like the Technical Proposal and Past Performance information to be included in separate proposal volumes?

Answer 6. A single volume containing Technical and Past Performance proposals is acceptable.

Question 7. Does the 5 page limit for the staffing plan include resumes?

Answer 7. The staffing plan should be limited to the 5 page limit, resumes included separately in the appendix.

Question 8. Is there a limit on the page count or number of past performance that OPIC will accept?

Answer 8. There is not a limitation listed in the RFP

Question 9. Would OPIC like pricing to be included in a separate proposal volume?

Answer 9. Yes

Question 10. Can the government clarify if one (1) original and three (3) copies are required?

Answer 10. Yes.

Question 11. A copy of the solicitation including any required fill-in entries is required as part of the offeror’s proposal. Please clarify which volume should the completed solicitation be in?

Answer 11. It should be included with the Technical Proposal

Question 12. Realizing that there are personnel that would be key to achieving OPIC’s objectives, would it be possible to provide a schedule and resumes for key personnel and only provide schedule by labor category for non-key personnel?

Answer 12. Yes.

Question 13. Can the resumes be provided in an Appendix?

Answer 13. Yes.

Question 14. Paragraph L.4.(a).2 states that the page limitation for the technical approach is maximum 3 pages. Is this page limitation correct?

Answer 14. The limitation was in the RFP, but will be expanded to allow for submissions in excess of 3 pages, but limited to a maximum of 15 pages

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Question 15. The solicitation states that this requirement will necessitate a restatement of OPIC’s commercial GAAP financial statements to federal GAAP financial statements… Does OPIC intend to restate its FY2013 financial statements as part of this contract?

Answer 15. Yes, but only as part of the FY2014 presentation of prior year activity/balances for comparison purposes.

Question 16. Paragraph L.4 states that past performance shall consist of sufficiently detailed explanation of past and/or current requirements of similar scope with emphasis on renewable energy, clean technology and energy efficiency. Please clarify the importance of past performance in these areas considering the scope of services to be provided under the contract?

Answer 16. This reference to specialize past experience is inaccurate. Section L.4.(b)1 has been removed and replaced by a corrected version.

Question 17. Regarding GTAS submission, has OPIC submitted or will submit to GTAS or predecessor systems for the first and second quarter of FY 2014? If not, will that be part of the scope of this

RFP?

Answer 17. OPIC received a waiver from Treasury/OMB on the official submission of GTAS files, but we have been preparing and submitting test documents and working with Treasury on the output of those files.

Question 18. How many OPIC accounting personnel are involved in preparation of quarterly and year-end financial statements, disclosure, and supplemental information?

Answer 18. OPIC currently has two accountants with primary responsibility for the reporting with the support of an additional 9 accountants on staff working various aspects of accounting operations.

Question 19. Does OPIC have an expectation that contractors will possess attestation capabilities as part of the performance requirements?

Answer 19. Attestation capabilities enhance a proposal but are not a requirement.

Question 20. Does OPIC have IT resources that will support any additional data and/or reporting extracts or interfaces or is contractor anticipated to provide tools and personnel for data extractions to support GAAP Transition services?

Answer 20. OPIC has the personnel and IT resources to provide data extracts necessary for contractor analysis and reporting.

Question 21. The deliverable of third quarter federal financial statements and crosswalk/reconciliation to current GAAP statements implies that OPIC transition strategy involves continuing commercial GAAP during FY2014 and reconciling to the FY2014 federal GAAP? Could the government clarify their transition plan?

Answer 21. The final determination on whether or not OPIC will continue commercial standard compliant statements and be subject to the additional audit has not yet be made by senior management. It is a distinct possibility that the Agency will continue with both standards, choosing Federal standards as GAAP and commercial standards as OCBOA.

Question 22. If OPIC requires specific contractor experience with the Preparation of commercial financial statements and disclosures as defined under the third bullet of subparagraph C.4(a), will OPIC consider and allow as qualifying past performance the use of commercial past performance providing the same or similar specific services as described in the Statement of Work?

Answer 22. The measure of past performance would include preparation of commercial financial statements and…