FormSF1449.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

Attachment Page

PAGE 3 OF 47 OPIC-15-R-0011

Contents

B CONTRACT SERVICES AND PRICES

C PERFORMANCE WORK STATEMENT

D SECTION D - PACKAGING AND MARKING

E INSPECTION AND ACCEPTANCE

F DELIVERIES OR PERFORMANCE

G CONTRACT ADMINISTRATION DATA

H SPECIAL CONTRACT REQUIREMENTS

I CONTRACT CLAUSES

J LIST OF ATTACHMENTS

K REPRESENTATIONS AND CERTIFICATIONS

L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

M METHOD OF EVALUATION, FACTORS, AND BASIS FOR AWARD

PAGE 4 OF 47 OPIC-15-R-0011

B CONTRACT SERVICES AND PRICES

B.1 TYPE OF CONTRACT

This is a Time and MaterialsTime and Materials type contract for services.

B.2 PERIOD OF PERFORMANCE

The base period of performance for this contract is from the Date of the Award (TBD) through December 31, 2016.

B.3 PLACE OF PERFORMANCE

The place of performance will be at the contractor’s site, with deliverables to Overseas Private Investment Corporation (OPIC) Headquarters building, located at 1100 New York Avenue NW, in Washington, D.C.

B.4 FUNDING

The parties agree that the government will incrementally fund this contract. The amount of funds presently available for payment to the Contractor for performance under this contract are $_____.

The Contractor shall not provide services that would result in exceeding this amount except at its own risk.

B.5 CONTRACT PRICE

In consideration of the Contractor’s full performance of the work required under this contract, the U.S. Overseas Private Investment Corporation will pay the Contractor a price Not to Exceed (NTE) of $_____ during the period of performance. The Government will pay the Contractor only for work that the contractor performs and the Government accepts.

The Contractor’s NTE price includes all costs and expenses, direct and indirect, as well as any profit, fee, including markups of any nature required or incurred by the Contractor in the performance of this contract.

B.6 PAYMENT SCHEDULE

Detailed monthly invoices of all legal fees and expenses will be required, as well as a running comparison with the original quote. The Contractor shall submit invoices on a monthly basis beginning on the first day of the month that follows the first month of performance. Monthly invoices shall include all charges related to the previous month of performance. The Government will not pay the Contractor for work that the contractor does not perform.

PAGE 5 OF 47 OPIC-15-R-0011

B.7 CLIN DESCRIPTION

CLINs 0001 - LABOR

The following tables list the categories of labor applicable to this contract and the rates that the Contractor has used to determine its NTE Price.

CLIN 0001 Labor

CLIN 0001 Labor

Part A Labor Rate per hour Legal Services- [Partner X] Legal Services- [Associate Y]…

Etc

Total Fees Estimate NTE: $________________.

Out of Pocket Third Party Expenses Estimate: NTE $______________.

Total Price NTE: $__________.

CLIN 0002 Labor, also see Appendix B

Part A Labor Rate per hour Legal Services- [Partner X] Legal Services- [Associate Y]…

Etc

Total Fees Estimate NTE: $________________.

Out of Pocket Third Party Expenses Estimate: NTE $______________.

Total Price NTE: $__________.

[END OF SECTION B]

PAGE 6 OF 47 OPIC-15-R-0011

C PERFORMANCE WORK STATEMENT

C.1 BACKGROUND

The Overseas Private Investment Corporation (OPIC), an agency of the United States of America, is requesting proposals for Legal Advisory work and Legal Representation.

C.2 SCOPE OF WORK

1) Legal Advisory Work and Template Document Creation (Part A);

2) Legal Representation in connection with OPIC financing for certain investment funds (Part B).

C.3 STATEMENT OF WORK / SPECIFICATIONS

The Contractor shall furnish the necessary personnel, services, materials and equipment, except as otherwise specified, to perform the following specifications.

C.3.1 SPECIFIC TASKS

Part A: Creation of Revised Template Finance Documentation for Investment Funds Program

The contractor selected will perform the following:

1. Review relevant documents related to proposed revised terms.

2. Provide advice on issues of concern to be used in outlining the mechanics for issues related to the term sheet.

3. Coordinate local law advice as appropriate, in consultation with OPIC, assuming that hypothetical fund borrower is formed in offshore jurisdiction.

4. As requested, provide advice to OPIC on issues raised about implementation of revised terms.

5. Review current Investment Funds Term Sheets/Commitment Letter and Financing Agreement Templates (current program standard and Finance Agreement for Small Equity Funds developed for the Innovative Financial Intermediaries Projects (IFIP)).

6. Prepare templates for a generic (a) term sheet and commitment package, and (b) Finance

Agreement (including schedules and exhibits) appropriate for the revised financing terms.

(Deliverables)

PAGE 7 OF 47 OPIC-15-R-0011

Part B: Representation of OPIC in Investment Funds Financings Approved through the Third Global Engagement Call

The contractor selected will perform the following for up to three (3) designated funds that will receive financing pursuant to the revised terms and conditions:

1. Legal Due Diligence. Review documentation prepared by counsel to the sponsors and advise OPIC in connection with the formation of the fund and its related entities. Depending on the stage of fund formation and fundraising, this could involve review of fund constituent document and advice concerning structuring, partnership agreement terms and creditor rights issues. It could also include coordination with local counsel.

2. Term Sheet: Assist the OPIC project team in negotiating and finalizing the term sheet/commitment letter for the OPIC loan to the designated funds based on the revised terms.

3. Loan Documents. Assist in negotiating and drafting documentation of the OPIC loan, including the finance agreement that will be based on the revised terms.

4. Funding Documents. Assist in drafting documentation for the issuance of certificates of participation in the OPIC loan, to be guaranteed by OPIC and sold in the U.S. capital markets, and issue legal opinion as customary in OPIC funding transactions.

5. Retain Local Counsel. If requested by OPIC, retain and supervise local counsel, as needed. Any local counsel retained must be acceptable to OPIC.

6. First Disbursement and Legal Opinion. Coordination of the closing of the transaction, including the review of a closing checklist prepared in cooperation with OPIC for the analysis and follow-up of all conditions precedent to the first disbursement; preparation and negotiation of legal opinions and preparation of miscellaneous customary closing certificates and documents; negotiation and delivery of a legal opinion with respect to matters of New York law.

7. Post-Closing. Coordinate the closing of each subsequent disbursement.

PAGE 8 OF 47 OPIC-15-R-0011

C.4 PERFORMANCE REQUIREMENTS SUMMARY

PERFORMANCE

OBJECTIVE

EXPECTED OUTCOME PERFORMANCE

STANDARD

Task Management. Outline schedule of work with complete understanding of the tasks to be performed.

Law Firm (contractor) team leader participates in kick off meeting.

Legal advice and assistance.

OPIC is informed of legal implications and issues as needed within the scope of work.

Advice and assistance is timely, accurate and practical.

Legal Due Diligence. OPIC is informed from a legal perspective in connection with formation of the fund and related entities.

All legal due diligence is completed in timely and accurate manner.

Local Counsel Advice. Retain and/or supervise local counsel, as appropriate.

Local counsel participation and advice is timely and accurate.

C.5 PERFORMANCE EVALUATION CRITERIA

• Monitoring of the objectives and outcomes in Performance Requirements Summary table above will be accomplished by the designated OPIC project attorney. The OPIC project attorney will observe and participate in meetings and will verify that the contractor provides acceptable advice, work product and deliverables on time

• All tasks are completed and deliverables are submitted on time according to agreed upon due dates in accordance with the Deliverables Schedule.

• All tasks and deliverables are completed / delivered in accordance with the respective performance standard identified in the Performance Requirements Summary.

• Technical content of written documents are acceptable to the COR and OPIC Project Attorney.

C.6 GOVERNMENT-PROVIDED ACCESS AND RESOURCES

The Government will provide the following:

DESCRIPTION OF GOVERNMENT PROVIDED

RESOURCES SPECIAL INSTRUCTIONS

Access to government reports, information, etc. associated with the project.

Access is subject to OPIC Legal Affairs discretion.

[End Section C]

PAGE 9 OF 47 OPIC-15-R-0011

D SECTION D - PACKAGING AND MARKING

D.1 PAYMENT OF POSTAGE AND FEES

All postage and fees related to the submission of information, including forms, reports, etc., to the Contracting Officer, the Contracting Officer’s Representative (COR), or the person(s) designated to receive, shall be the responsibility of the Contractor.

D.2 MARKING DELIVERABLES

All information submitted to the Contracting Officer, the Contracting Officer’s Representative, or the person(s) designated to receive deliverables, shall clearly indicate the contract number.

[End Section D]

E INSPECTION AND ACCEPTANCE

Final inspection and acceptance of all work performed, reports, and other deliverables will be performed by the COR identified in Section G at the place of delivery. The Contracting Officer may delegate responsibility for review to other employees with appropriate expertise. Absence of any comments by the COR will not relieve the Contractor of the responsibility for complying with the requirements of the contract.

[End Section E]

PAGE 10 OF 47 OPIC-15-R-0011

F DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The period of performance for this contract is from Date of Award (TBD) through 12/31/2016.

F.2 PLACE OF DELIVERY FOR WORK PRODUCTS AND DELIVERABLES

Services under this contract shall be delivered to:

Deliverable Item #

# of Copies Address

All items 1 OPIC Project Attorney- Barbara Day cc to Contracting Officer’s Representative- Gail Brown U.S. Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, D.C. 21527 Phone: 202-336-8433 E-mails: bday@opic.gov and gbrow@opic.gov

F.3 DELIVERABLE SCHEDULE

Reference Deliverable Frequency Due Date C.3.1 Part A, (6)

Generic Term Sheet/Commitment Letter template for revised financing terms (New York governing law)

1 July 31, , 2015

C.3.1 Part A, (6)

Generic Finance Agreement template (including schedules and exhibits) for revised financing terms (New York governing law)

1 December 15, 2015

C.3.1 Part B, (2)

Draft Term Sheet/Commitment Letter 3 TBD

C.3.1 Part B, (3)

Draft Loan Documents 3 TBD

C.3.1 Part B, (4)

Draft Funding Documents 3 TBD

C.3.1 Part B, (6)

First Disbursement and Legal Opinion 3 TBD

C.3.1 Part A, (7)

Post-Closing Documentation 3 TBD

F.3.1 WORK PRODUCT AND DELIVERABLE ACCEPTANCE CRITERIA AND INSPECTION

ACCEPTANCE CRITERIA

All contractor-produced documents and documentation (‘work products’) shall meet the

PAGE 11 OF 47 OPIC-15-R-0011

following general acceptance criteria. Final inspection and acceptance of all work performed, reports and other deliverables, will be performed by the OPIC Project Attorney and COR as necessary

• Clarity − Work Products and technical content shall be relevant and unambiguous, and shall adhere to accepted elements of style. Presentations, if any, shall be easy to understand and be relevant to the supporting narrative.

• Adherence to Requirements − All work products must satisfy the requirements of this statement of work and must contribute to the overall success of the tasks.

• Format − Work products and deliverables shall be submitted in the format specified on the Deliverables section of the contract (if applicable), or as specified by the COR or OPIC Project Attorney. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products in formats compatible with Microsoft 2000.

• Completeness − Work products and deliverables shall be comprehensive and entirely developed (i.e. have all parts or elements).

• Timeliness – Work products and deliverables shall be available at the time required and generated on or before specified and mutually agreed to due dates or in accordance with a later mutually agreed to scheduled date.

• Communication – Communication with client/customers is professional, clear, and concise. Communication, both verbal and non-verbal, always maintains the goal of working toward positive solutions.

• File Documentation – File documentation is organized and free of errors.

• Significant Deficiencies - Work products shall be free of significant deficiencies.

Significant deficiencies are findings by reviewing officials of serious omissions, inaccuracies, noncompliance with legal requirements and standards, and failures to adhere to review protocols and accepted procedures. Examples of significant deficiencies include, but are not limited to the following:

o Omission of required documents.

o Documents that do not conform to approved standards for content and format.

o Review packages that are not organized.

o Documents with material errors or inadequacies.

o Review packages with record of required reviews and approvals.

[End Section F]

PAGE 12 OF 47 OPIC-15-R-0011

G SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACT MANAGEMENT

Notwithstanding the Contractor's responsibility for total management responsibility during the performance of the contract, the administration of the contract will require maximum coordination between the Government and the Contractor during performance of the contract.

G.2 CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer (CO) will perform all contract administration. The CO is the only person with the authority to act as an agent of the U.S. Government under this contract and is the only person authorized to make or approve any changes in any of the requirements of this contract.

Notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. Only the CO has the authority to: (1) direct or negotiate any changes in the PWS; (2) modify or extend the period of performance; (3) change the delivery schedule,

(4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; or (5) otherwise change any terms and conditions of this contract.

Communications pertaining to contract administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be effected without a Supplemental Agreement (contract modification) executed by the CO authorizing such changes.

The Contracting Officer’s contact information is:

Juliet Felent U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202-336-8481 E-mail: jfelent@opic.gov

G.2.1 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

Gail Brown is hereby designated as the Contracting Officer's Representative (COR). The Government may change the COR at any time without prior notice to the Contractor by a unilateral modification to the Contract. The COR is located at:

U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527

PAGE 13 OF 47 OPIC-15-R-0011

Phone: 202-336-8433 E-mail: gbrow@opic.gov

The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the project and serves as technical liaison with the Contractor. The COR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as may be specified in the task order contract. These duties are performed in consultation with the OPIC Project Attorney.

(2) The COR is not authorized to make any commitments or otherwise obligate the

Government or authorize any changes, which affect the Contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the expressed prior authorization of the Contracting Officer. The COR may designate assistant COR(s) to act for the COR by naming such assistant(s) in writing and transmitting a copy of such designation through the Contracting Officer to the Contractor.

G.3 ADDITIONAL PROCEDURES FOR INVOICING

All Invoices must include the following information:

A. Name and address of contractor.

B. Invoice Date.

C. OPIC Contract Number D. Line Item(s) being invoiced.

E. Any corrections to previous month’s charges for an applicable sub-part will be reported separately and clearly with a narrative.

F. Any information or documentation required by provision of the contract/order.

NOTE: Contractor payment/financial information is obtained through System for Award Management (SAM) Database. It is the contractor's responsibility to ensure that the SAM contains accurate payment information. Invoices paid late because of inaccurate SAM information are not subject to interest payments under the Prompt Payment Act.

The Contractor will furnish all Statements to OPIC via email as follows:

OPIClegalinvoicesFar@opic.gov and

OPIC Attorney: Barbara.Day@opic.gov (Part A); TBD (Part B)

PAGE 14 OF 47 OPIC-15-R-0011

Each invoice must clearly indicate:

Project Number: [WC POT INVESTOR, SUBJECT TO CFO AND FO

CONFIRMATION]

Project Name: Investment Funds Product Development OPIC Attorney: Barbara K. Day

Each invoice must include the following in the Detailed Summary for the period covered by such invoice:

(i) a detailed description of services rendered, including: (a) the date on which services were provided; (b) a brief description of each task performed; (c) the amount of time it took to perform the task; and (d) the identity of and billing rate for the person who performed the task; and

(ii) a description of each out of pocket expense for which the contractor seeks reimbursement, including: (a) the date on which the expense was incurred; and (b) the nature of the expense.

Each Statement must indicate:

(i) a statement of total fees and expenses for the period covered by the invoice; and

(ii) a cumulative total of fees and expenses incurred from commencement of work and a cumulative total of fees and expenses paid to the Contractor from commencement of work.

If more than one task was performed in a day, the time for all tasks may be combined into one time entry, but separately set out in the detailed list to note the proportion of the total time spent on each task included therein.

OPIC expects that the Contractor will maintain documentation evidencing all expenditures for out of pocket expenses incurred for OPIC review upon request.

If the Contractor is handling more than one OPIC contract at a time, separate invoices must be submitted. OPIC will not accept a single invoice covering multiple OPIC contracts.

G.4 TRAVEL REQUIREMENT

Should the Government determine that travel is necessary, the required authorization for travel will be provided by the appointed COR.

G.4.1 Travel shall not be undertaken without authorization. If travel is authorized, OPIC will only reimburse the Contractor for actual travel costs incurred during the authorized travel period. Profit/Fee shall not be applied to travel costs or per diem, and is not allowable under this contract. Handling rates shall not be applied to travel costs.

G.4.2 When travel is authorized, the Contractor shall provide estimated travel costs to the authorizer in advance of scheduling travel. Requests for travel must include the

PAGE 15 OF 47 OPIC-15-R-0011

following information:

i) Name of traveler;

ii) Dates of travel;

iii) Destination(s);

iv) Purpose of travel;

v) Estimated transportation costs;

vi) Estimated lodging expense;

vii) Estimated meals and incidental expenses; and

viii) Other expenses.

G.4.3 All travel shall be performed in accordance with Government travel regulations. The

Government will reimburse travel expenses at actual cost, in accordance with applicable provisions of the Federal Travel Regulations (FTR). Unless authorized by the Contracting Officer, reimbursement of lodging, meals and incidental expenses will not exceed the applicable rates set forth in the FTR for the travel destinations.

[End Section G]

PAGE 16 OF 47 OPIC-15-R-0011

H SPECIAL CONTRACT REQUIREMENTS

H.1 "OPIC TEAM MEMBERS" OR KEY PERSONNEL

The Contractor agrees to assign the individuals listed below to this contract. However, OPIC also understands that the demands of this contract may require additional assistance, or a different combination of legal resources to accomplish its objectives while maximizing containment of fees and costs. Any staffing changes in the OPIC team members, or assignment of work to additional members of the Contractor, other than the initial OPIC team members described below, must be authorized in advance by the OPIC attorney and confirmed in writing with the OPIC contracting officer. In addition, please be aware that OPIC will not pay for new or additional attorneys to “get up to speed,” or otherwise become familiar with this contract in the event of a staffing change due to personnel changes. The Contractor may be requested to demonstrate that the qualifications of the prospective personnel are equal to, or better than, the qualifications of the personnel being replaced.

OPIC TEAM MEMBERS

Name Title

H.2 CONFLICTS

By accepting and agreeing to the terms of this letter, the Contractor confirms that with respect to the Contract: (i) there are no conflicts of interest with present or former clients of the Contractor;

and (ii) it will provide high quality services in a cost-effective manner and in accordance with the highest ethical standards.

Further, OPIC and the Contractor hereby confirm that the Contractor is subject to the understanding that individual Contractor lawyers and paralegals who represent OPIC in connection with the Contract will not during the course of this representation without OPIC’s prior consent represent clients in connection with projects for which such clients are seeking or are planning to seek OPIC financing or insurance. In the event that a lawyer or paralegal of the contractor who has represented or is representing OPIC also represents a client which, subsequent to the commencement of such person’s representation, seeks or plans to seek OPIC financing or insurance for such client’s project, OPIC will consider in good faith any request by the Contractor to waive the applicable provisions of this paragraph. The Contractor will keep OPIC apprised of all material developments in the Contract, and any potential conflicts of interest that may arise with respect to the Contractor’s work in the Contract.

Nothing in this letter shall constitute a waiver of otherwise applicable standards of professional

PAGE 17 OF 47 OPIC-15-R-0011

responsibility that may restrict the Contractor or its lawyers and paralegals representing OPIC in connection with the Contract.

H.3 WARRANTY AGAINST DUAL COMPENSATION

The Contractor agrees that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of OPIC as wages, compensation, or gifts for acting in any capacity in connection with this contract.

H.4 PRECEDENCE OF CONFLICTING DOCUMENTS

The terms and conditions of this contract shall take precedence in the event of a conflict between this contract and any other documents.

H.5 DUPLICATION OF EFFORT

The Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any cost charged against any other Government contract, subcontract, or other Government source. The Contractor agrees to advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The Contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit, research, or purpose of the Contractor, whose responsibility it will be to account for it accordingly.

H.6 REGULATORY NOTICE

Contractors are advised that certain provisions and clauses identified throughout this contract are not FAR provisions or clauses; however, all of these items are binding for this acquisition.

H.7 NOTIFICATION OF INTENT TO SUBCONTRACT –

As required in FAR 44.201-1, the contractor shall notify the Contracting Officer of its intent to subcontract any portion of the contract requirements. The Government reserves the right to recommend potential sources for subcontracts to whom solicitations must be mailed during the performance of this contract.

H.8 SECURITY

The contractor shall comply with all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system. The contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs.

[End Section H]

PAGE 18 OF 47 OPIC-15-R-0011

I CONTRACT CLAUSES

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/Far/

In the event that any clause contained herein is an outdated version of a newer clause incorporated into the FAR by the FAR council, it shall be understood and agreed to by the parties to this contract that the updated version of the clause shall supersede and replace the outdated clause, unless the newer clause became effective after the date of award.

52-202-1 DEFINITIONS (JUL 2004)

52.203-3 GRATUITIES (APR 1984)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JUL 2013)

52.204-18 COMMERCIAL AND GOVENRMENT ENTITY CODE MAINTENANCE (NOV 2014)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC

2014)

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS, ALTERNATE I (MAY

2014)

52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING

(AUG 2011)VACY ACT NOTIFICATION (APR 1984)

52.224-2 PRIVACY ACT (APR 1984)

52.228-7 INSURANCE LIABILITY TO THIRD PERSONS (MAR 1996)

52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25 PROMPT PAYMENT (OCT 2008)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS

52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTOR

52.233-1 DISPUTES (JUL 2002) WITH ITS ALTERNATE I (DEC 1991)

52.237-1 SITE VISIT (1984)

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR

1984)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

PAGE 19 OF 47 OPIC-15-R-0011

52.242-15 BANKRUPTCY (JUL 1995)

52.242-15 STOP-WORK ORDER (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

52-244.2 SUBCONTRACTS (JUN 2007)

52.245-1 GOVERNMENT PROPERTY (JUN 2007)

52.245-9 USE AND CHARGES (JUN 2007)

52.246-25 LIMITATION OF LIABILITY – SERVICES (FEB 1997)

52.249-14 EXCUSABLE DELAYS (1984)

52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.2 FAR CLAUSES INCLUDED IN FULL TEXT

The following FAR clauses have been included in their full text. These clauses may be accessed electronically at the following electronic address:

http://www.acquisition.gov/Far/

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUES OR

EXECUTIVE ORDERS—COMMERCIAL ITEMS (DEC 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C.

3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

PAGE 20 OF 47 OPIC-15-R-0011

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] __ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Oct 2014) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C.

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

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

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__ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (JUL 2014) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

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

_X_ (34) 52.222-54, Employment Eligibility Verification (AUG 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-13.

__ (37)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C.

8259b).

__ (39)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

__ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG 2011) (E.O. 13513).

__ (41) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (42)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

PAGE 22 OF 47 OPIC-15-R-0011

__ (44) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

__ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (51) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.13495).

PAGE 23 OF 47 OPIC-15-R-0011

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

__ (10) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (Executive

Order 13658).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C.

3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

(vi) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(vii) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212)

PAGE 24 OF 47 OPIC-15-R-0011

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

(ix) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(x)

__(A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O 13627).

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

(xi) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xiii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiv) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (Executive

Order 13658).

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

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

The Contracting Officer may exercise the option by written notice to the Contractor before the contract ends or within 30 days after funds for the option become available, whichever is later.

(End of clause)

52.204-1 APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of an authorized Contracting Officer assigned to

PAGE 25 OF 47 OPIC-15-R-0011

the U.S. Overseas Private Investment Corporation, and shall not be binding until so approved.

(End of Clause)

52.233-2 SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer by obtaining written and dated acknowledgement of receipt from:

Juliet Felent U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202-336-8481 E-mail: jfelent@opic.gov

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

(End of clause)

I.3 SECTION 508 COMPLIANCE

Rehabilitation Act of 1973

All microcomputer data files (including text documents, databases, spreadsheets, graphs, and other types of files), when required, shall be IBM-PC compatible. When producing these data files, the Contractor shall take into account the needs of all end users – including people with disabilities. To ensure that end users with disabilities have access to and use of information and data that is comparable to that provided to others, contractors shall provide deliverables that are compliant with statutory Section 508 of the Rehabilitation Act of 1973 (found at 29 U.S.C. 794d).

[End Section I]

PAGE 26 OF 47 OPIC-15-R-0011

J LIST OF ATTACHMENTS

J.1 Policy For Outside Attorneys Fees and Expenses

J.2 Certain Obligations Regarding Potential Conflicts Of Interest

Appendix B

[End Section J]

PAGE 27 OF 47 OPIC-15-R-0011

K REPRESENTATIONS AND CERTIFICATIONS

K.1 SYSTEM FOR AWARD MANAGEMENT (SAM)

As directed by the Executive Office of the President, Office of Management and Budget Contractors are now required to complete and keep updated the representations and certifications via SAM at https://www.sam.gov/portal/public/SAM/.

K.2 52.212-3 Offeror Representations and Certifications-- Commercial Items (DEC 2014)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website accessed through http://www.acquisition.gov.

If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (p) of this provision.

(a) Definitions. As used in this provision— “Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

“Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an…