Solicitation_for_OPIC-16-R-0014.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

OPIC-16-R-0014 MAY 24, 2016

Lisa M. Schaffer lisa.schaffer@opic.gov 202-312-2146

10:00 AM ET

OPIC

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

541110

$11 Million

OPIC

Overseas Private Investment Corporation 1100 New York Ave NW Washington DC 20527 see continuation page for line item details.

See Schedule

JUN 24, 2016

Please

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

OPIC-16-R-0014

Attachment Page

PAGE 3 OF 68 OPIC-16-R-0014

With

Overseas Private Investment Corporation

Indefinite Delivery Indefinite Quantity Request for Proposals

U.S. Legal Services for International Finance and

Political Risk Insurance Transactions Request for Proposals

OPIC-16-R-0014

Issued By: Lisa M. Schaffer Contracting Officer

This solicitation will be a partial set-aside for small business concerns.

PAGE 4 OF 68 OPIC-16-R-0014

TABLE OF CONTENTS

PART I – THE SCHEDULE

SECTION A Solicitation/Contract Form – STANDARD FORM 1449

SECTION B Services and Prices/Costs

SECTION C Description/Work Statement

SECTION D Marking and Packaging

SECTION E Inspection of Services

SECTION F Performance

SECTION G IDIQ Administration Data

SECTION H Special Contract Requirements

PART II – CONTRACT CLAUSES

SECTION I Contract Clauses

SECTION J List of Documents, Exhibits, and Other Attachments

Attachment 1 Pricing Pages

Attachment 2

Attachment 3

Attachment 4

Certain Obligations Regarding Potential Conflicts Of Interest

Technical Submission Requirements

Form of Legal Opinion for Certificates of Participation (COPs)

SECTION K Representations, Certifications, and Other Statements

SECTION L Instructions, Conditions and Notices

SECTION M Evaluation Factors for Award

PAGE 5 OF 68 OPIC-16-R-0014

SECTION B

SERVICES AND PRICES/COSTS

B1 DESCRIPTION OF LEGAL SERVICES

The Overseas Private Investment Corporation (OPIC) anticipates a need of legal support services. Law firms (Contractors) are to provide legal support services involving structuring, negotiation, documentation, monitoring and collection of international finance transactions and privately managed investments funds, and legal support services for political risk insurance policies and claims for compensation, all of which are for projects in developing countries where OPIC support is available.

B2 AWARD TYPE

Indefinite Delivery Indefinite Quantity (IDIQ) contracts (each, an “IDIQ Contract”) are being established to provide timely, cost effective, and professional legal services. The Government uses IDIQ Contracts (sometimes also referred to herein as an “IDIQ”) to place Task Orders against a basic contract for individual requirements. Minimum and maximum quantity limits are specified in the basic IDIQ Contract as dollar values.

Contractors may submit proposals on one or more Prospective Contractor Lists (each, a “List”) (See C3.A, below), if qualified. It is estimated that twenty (20) IDIQ Contracts will be awarded and the estimated number of Contractors to be selected for each List is noted below in C3.A.

B3 PARTIAL SET ASIDE FOR AWARDS

This procurement is a partial small business set-aside using NAICS Code 541110. Awards will be made based on the following:

A. SET-ASIDE AWARD(S)

One contract per List will be set aside for small business concerns. Please see https://www.sba.gov/contracting/getting-started-contractor/qualifying-small-business for more information regarding the criteria for being considered a small business by the Small Business Administration (SBA).

For information on determining business size, please see https://www.sba.gov/contracting/getting-started-contractor/make-sure-you-meet-sba-size-standards/table-small-business-size-standards.

Preference will be given in the following order:

1. 8(a), HUBZone, Service Disabled Veteran Owned Small Businesses (SDVOSBs), Economically

Disadvantaged Woman Owned Small Businesses (EDWOSBs), and Woman Owned Small Businesses (WOSBs)

PAGE 6 OF 68 OPIC-16-R-0014

2. All Other Small Business Concerns

B. NON SET-ASIDE AWARD(S)

This is the non-set aside portion of the solicitation. All business concerns may submit a response to the RFP. If many small businesses respond to the solicitation and are qualified, preference will be given in the following order:

1. 8(a), HUBZone, Service Disabled Veteran Owned Small Businesses (SDVOSBs), Economically Disadvantaged Woman Owned Small Businesses (EDWOSBs), and Woman Owned Small Businesses (WOSBs)

2. All Other Small Business Concerns

3. Large Businesses

All small businesses must state in their response to this RFP if they are submitting a response to be evaluated for the set-aside award(s), the non-set aside award(s), or both portions.

B4 ANTICIPATED NUMBER OF IDIQ TASK ORDERS; MINIMUM AND MAXIMUM DOLLAR VALUES

It is anticipated that between 30 and 40 orders (each, an “IDIQ Task Order”) may be made for services each year to some or all of the Contractors who are awarded an IDIQ. It is anticipated that the potential value of each IDIQ Task Order is likely to range between $10,000 and $150,000, but may potentially be higher in value. The estimated minimum value of the contracts annually is $300,000. The estimated maximum value of the contracts annually is $3,000,000.

The guaranteed contract minimum is $1,000.00 in services for the life of each IDIQ, including any option periods.

OPIC is not obligated to exclusively use this IDIQ for its legal support service needs.

B5 PRICES FOR SERVICES AND RELATED EXPENSES

In order for OPIC to evaluate proposals, please provide hourly rates (or range of hourly rates) and applicable labor categories for the term of the IDIQ as set forth in Section J, Attachment 1 (Pricing Pages). Only labor categories provided will be utilized in awarding IDIQ Task Orders. Proposed hourly rates (or range of hourly rates) under IDIQ Task Orders may not exceed the pricing provided on the Pricing Pages, but can be discounted on the Task Order level.

Offerors MUST provide a price for the initial one-year Base Period and the four (4) one-year option periods in order to be considered for award. All pricing must be a fixed dollar value(s). Pricing must not be based on escalations or changes in an Index (e.g. Consumer Price Index).

Failure to provide the required pricing may result in your quote being determined unacceptable.

PAGE 7 OF 68 OPIC-16-R-0014

SECTION C

DESCRIPTION/WORK STATEMENT

C1 AGENCY BACKGROUND

OPIC is the U.S. Government’s development finance institution. As such, OPIC mobilizes private capital to help solve critical development challenges and in doing so, helps U.S. businesses gain footholds in developing countries, catalyzing revenues, jobs and growth opportunities both at home and abroad.

OPIC achieves its mission by providing investors with debt financing, guarantees, political risk insurance, and support for private equity investment funds. For further information about OPIC see www.opic.gov.

C2 PROJECT SUMMARY

Through its finance, political risk insurance and investment funds products, OPIC helps U.S. businesses of all sizes invest in developing countries worldwide. OPIC’s Department of Legal Affairs is charged with providing OPIC with high-quality legal representation and advice in the most practical, efficient, and cost-effective manner. To assist it in discharging these responsibilities, OPIC may engage and be responsible for payment of services of outside counsel.

C3 PERFORMANCE WORK STATEMENT

OPIC will utilize the Lists established by this solicitation to award IDIQ Task Orders to Contractors to act as outside counsel to OPIC on matters falling within the specified areas of expertise. Once OPIC's Department of Legal Affairs has determined (i) a need for outside counsel on a particular matter; (ii) that the matter requires a type of expertise specified on a List; and (iii) that OPIC will be responsible for payment for the services of outside counsel, OPIC may solicit bids from some or all of the Contractors included on the applicable List. Then, the Contractor selected by OPIC based on competitive criteria will be retained to represent OPIC on that particular matter, and OPIC will be responsible for payment for the services.

A. DESCRIPTION OF PROSPECTIVE CONTRACTOR LISTS

1. Project Finance List: Structuring, negotiation, documentation, monitoring, collection and enforcement of international finance transactions, and due diligence and other legal advice and litigation in connection with same. Loans/guaranties to these projects will generally range from $5 million to $35 million but some may be as low as $1 million, and some may be as high as $250 million.

The estimated number of contractors to be selected for the Project Finance List is seven (7).

PAGE 8 OF 68 OPIC-16-R-0014

2. Small Impact Investing Finance List: Contractors who have interest and experience in social “impact investing” and working with smaller clients with financing needs below $10 million (“Small Impact Investing Finance”). Services generally will be similar to those described above for the Project Finance List.

The estimated number of Contractors to be selected for the Small Impact Investing Finance List is three (3).

3. Investment Funds List: Structuring, negotiation, documentation, monitoring, collection, and enforcement of financing for international private equity investment funds, and due diligence and other legal advice and litigation in connection with same, including review of fund formation documents for compliance with OPIC's objectives. Loans/guaranties to investment funds will generally range from $10 million to $50 million, but some may be as high as $200 million.

The estimated number of Contractors to be selected for the Investment Funds List is five (5).

4. Political Risk Insurance List: Structuring, negotiation, and documentation of political risk insurance and reinsurance policies, including revision of forms, and due diligence and other legal advice in connection with same, including evaluation and other legal advice in connection with potential and actual claims for compensation and recovery.

Assist with political risk insurance product development and review and update political risk insurance policies and procedures.

The estimated number of Contractors to be selected for the Political Risk Insurance List is five (5).

B. DESCRIPTION OF SERVICES REQUIRED

The services required for individual IDIQ Task Orders for Project Finance, Small Impact Investing Finance, and Investment Funds transactions may include some or all of the following:

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise OPIC.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by OPIC (e.g., securities law, tax law, creditor rights law, real estate law, corporate or partnership law, environmental and labor law, international treaties).

PAGE 9 OF 68 OPIC-16-R-0014

Term Sheet / Commitment Letter Assist OPIC project team in negotiating and finalizing the term sheet and commitment letter.

Loan Documents Assist in negotiating and drafting documentation of the OPIC loan, including without limitation the loan/finance agreement, project completion agreement, security documents and intercreditor agreement (as applicable).

Funding Documents (as applicable)

Assist in drafting documentation for issuance of certificates of participation in the OPIC loan, and issue legal opinion customary in OPIC funding transactions.

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

First Disbursement and Legal Opinions

Coordinate closing of the transaction. Review or preparation of closing checklist and follow up on all conditions precedent to first disbursement; preparation and negotiation of legal opinions and preparation of all customary closing certificates and documents, in timely and accurate manner.

Post-Closing Coordinate the closing of each subsequent disbursement.

Amendments, waivers, consents, restructurings, workouts, and preparation of monitoring memoranda as necessary. In the event of a default scenario, enforcement and litigation in relation thereto.

The services required for individual IDIQ Task Orders for Political Risk Insurance transactions may include some or all of the following:

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise OPIC.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by OPIC (e.g., insurance or reinsurance law)

Insurance Policy Assist in negotiating and drafting documentation for the OPIC political risk insurance, including the insurance or reinsurance policy.

Claims for compensation Assist OPIC in developing strategies for claims avoidance and/or evaluating actual claims for compensation by insured or reinsured.

Recoveries Assist OPIC in obtaining recoveries or salvage where OPIC has paid a claim for compensation.

PAGE 10 OF 68 OPIC-16-R-0014

Product Development Assist OPIC in developing existing and new political risk insurance products consistent with industry practice and statutory mandates.

Policies and Procedures Update Assist OPIC in reviewing and updating political risk insurance policies and procedures consistent with industry practice.

C4 FAR 52.216-18 – ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the start of the IDIQ through the end of the IDIQ.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C5 FAR 52.216-19 – ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $10,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the IDIQ

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $3,000,000.00;

(2) Any order for a combination of items in excess of $3,000,000.00; or

(3) A series of orders from the same ordering office within fifteen (15) calendar days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within two (2) calendar days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

PAGE 11 OF 68 OPIC-16-R-0014

C6 FAR 52.216-22 – Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in Sections A-H (The Schedule) are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in The Schedule as the “minimum.”)(See Section B4, above)

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the expiration of the contract.

C7 FAR 52.219-13 – NOTICE OF SET-ASIDE OF ORDERS (NOV 2011)

The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3).

PAGE 12 OF 68 OPIC-16-R-0014

SECTION D

MARKING AND PACKAGING

D1 MARKING

All information submitted to the Project Attorney shall clearly indicate the IDIQ Contract Number and the IDIQ Task Order for which the information is being submitted.

D2 PAYMENT OF POSTAGE AND FEES

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

PAGE 13 OF 68 OPIC-16-R-0014

SECTION E

INSPECTION OF SERVICES

E1 INSPECTION OF SERVICES

The Contractor shall coordinate from time to time with the Project Attorney regarding the manner in which the services are to be performed, including consultation regarding strategy and legal theory regarding the services. The Project Attorney will review any written work product prior to such document being finalized, delivered or filed by the Contractor.

PAGE 14 OF 68 OPIC-16-R-0014

SECTION F

PERFORMANCE

F1 PLACE OF PERFORMANCE

The services provided under the IDIQ Task Orders will be completed off-site. Some meetings will require a visit to the OPIC Headquarters that is located at:

1100 New York Avenue, NW Washington DC 20527

F2 PERIOD OF PERFORMANCE FOR THE IDIQ (LIFE OF THE IDIQ)

The period of performance of the awarded IDIQ Contracts will be one year from the date of award.

There will also be the potential for four (4) one-year option periods. Each IDIQ will be reviewed on an annual basis to determine if it is in OPIC’s best interest to extend the IDIQ Contract(s). The potential total period of performance for the IDIQ Contract(s) is five (5) years.

The period of performance of each IDIQ Task Order shall be as set forth in the IDIQ Task Order Request and the IDIQ Task Order awarded pursuant to it.

F3 RECOGNIZED HOLIDAYS

The holidays identified herein are recognized by OPIC. Should a holiday fall on a weekend, the day designated by OPIC shall be recognized as the holiday.

1. New Year’s Day 6. Labor Day

2. Martin Luther King Day 7. Columbus Day

3. President’s Day 8. Veteran’s Day

4. Memorial Day 9. Thanksgiving Day

5. Independence Day 10. Christmas Day

F4 PERFORMANCE

A. PERFORMANCE EVALUATION CRITERIA

1. ACCEPTANCE CRITERIA

All Contractor-produced documents and documentation (work products) shall meet the following general acceptance criteria. Final inspection and acceptance of all work performed, reports and other deliverables will be performed at the place of delivery by the Project Attorney.

PAGE 15 OF 68 OPIC-16-R-0014

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 Work products must satisfy the requirements of the work required under each individual IDIQ Task Order and must contribute to the overall success of the tasks.

Format Work products and deliverables shall be submitted in the format specified in the Deliverables section of the IDIQ and/or IDIQ Task Order (if applicable), or as specified by the Project Attorney. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products in compatible with Microsoft Office Suite products.

Completeness Work products and deliverables shall be comprehensive and appropriately 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.

PAGE 16 OF 68 OPIC-16-R-0014

The Contractor shall provide deliverables that are responsive to the performance work statement and that meet the general acceptance criteria outlined. The deliverables shall be provided to the Project Attorney for dissemination to OPIC subject matter expert(s) for review and comments. Final inspection and acceptance of all work performed, work products and other deliverables, will be performed by the Project Attorney.

B. IDIQ Task Order Request Procedures Once OPIC has determined a need for and decided that it will be directly responsible for payment of outside counsel on a particular matter requiring a type of expertise for which OPIC maintains a List, OPIC will solicit from some or all of the Contractors included on that List to submit a response to the IDIQ Task Order Request. IDIQ Task Orders will be solicited competitively to the maximum extent feasible. However, IDIQ Task Orders may also be awarded on a sole source basis. Generally, OPIC retains the Contractor that represents the best value to OPIC based on specified competitive criteria.

1. IDIQ Task Order The Contracting Officer (CO) will issue a written IDIQ Task Order Request to some or all of the Contractors that hold an IDIQ in the appropriate List.

The IDIQ Task Order Request will include, at a minimum, the following information:

a. The due date for submission (dependent upon the IDIQ Task Order).

b. A description of the services, including minimum qualification requirements, evaluation factors, and evaluation factor scoring information.

c. The place of performance.

d. The period of performance.

e. Information regarding Subcontractors, if applicable.

f. Any additional instructions for submission not contained in this section.

g. Any other information deemed appropriate by the CO.

2. IDIQ Task Order Request Submission If an IDIQ Contract holder is unable or will not be submitting a response, the IDIQ Contract holder must contact the CO stating that no response will be provided for the specific IDIQ Task Order Request. Failure to submit a response to multiple requests may be considered at the time the IDIQ Contract is reviewed for renewal. This review occurs on an annual basis for the life of the IDIQ Contract.

The Contractor’s submission shall always be required to contain a price section and may be required to include a past performance and/or technical section. Proposed labor rates must be consistent with the IDIQ (i.e., rates may be less than but may not exceed the rates in the

PAGE 17 OF 68 OPIC-16-R-0014

IDIQ). If required, the technical section shall include personnel resumes and any previous experience performance information required by the IDIQ Task Order request.

3. IDIQ Task Order Requests and Subcontractors In some instances the work being requested may require the performance of the Contractors outside of the United States. The IDIQ holders may subcontract with foreign law firms as long as the proposed labor categories and rates are at or below the established IDIQ labor rates. Discounts on these rates are always highly encouraged and preferred.

As required in FAR Part 44.201-1, the Contractor shall notify the CO of its intent to subcontract any portion of the requirements. This will be done in response to an IDIQ Task Order request. OPIC reserves the right to recommend potential sources for subcontracts for any specific project.

4. Evaluation Criteria for IDIQ Task Order Requests The criteria that OPIC will use in evaluating Contractor responses on individual IDIQ Task Orders will be specified in the individual IDIQ Task Order Requests, and in most cases will use some or all of the criteria set forth below.

a. The expertise, experience, and reputation of the specific attorneys and other legal professionals proposed for handling the representation of OPIC (the “Proposed OPIC Team”) with respect to the subject matter(s) relevant to the representation opportunity.

b. The capacity of the Proposed OPIC Team to handle the anticipated volume of work.

c. Whether OPIC has had any positive or negative past experience working with members of the Proposed OPIC Team, including receiving practical, efficient, and cost-effective legal services in the past.

d. The fees and other pricing arrangements proposed by the Contractor with respect to the specific representation opportunity. This includes whether the Contractor is willing to price its services to offset competitive disadvantages with respect to the costs of its services to OPIC, including those arising from its lack of prior OPIC experience and geographic distance from OPIC.

e. Whether the proposed representation could give rise to conflicts of interest or the appearance thereof, considering the extent to which OPIC and any relevant third party is willing to consent to any actual or potential conflict of interest, or the appearance of a conflict of interest, that might arise from the representation of

OPIC.

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5. IDIQ Task Order Award Upon completion of the review of the Contractors’ submissions and any subsequent negotiations, the CO will award an IDIQ Task Order to a Contractor. IDIQ Task Orders will be awarded as Labor-Hour orders, unless otherwise specified.

6. Commencement of Performance Upon award, an IDIQ Task Order will be transmitted to the Contractor. Services ordered through an IDIQ Task Order will commence after the execution of the IDIQ Task Order by the CO, as specified in the IDIQ Task Order or upon further instruction from the Project Attorney.

F5 DELIVERABLES

A. LIST OF DELIVERABLES AND FREQUENCY OF SUBMISSIONS FOR THE IDIQ

The table provides a list of deliverables for the IDIQ and when they are required.

Required Deliverable Submission Frequency Annual Report showing IDIQ Task Orders that the Contractor is working on, including cumulative total of fees for each such IDIQ Task Order, the amount remaining on each IDIQ Task Order as of September 30, and such other information as OPIC requests.

On or before October 31 of each year.

B. LIST OF DELIVERABLES FOR THE IDIQ TASK ORDERS

Deliverables for each IDIQ Task Order will be specified at the time the IDIQ Task Order Request is sent to the Contractors.

C. SUBMISSION OF DELIVERABLES

All deliverables must be submitted electronically and must be Section 508 Compliant. All electronic documents submitted after award that are not Section 508 Compliant will be automatically rejected and must be resubmitted before they are reviewed for approval. For more information regarding Section 508 Compliance, please see www.section508.gov.

PAGE 19 OF 68 OPIC-16-R-0014

SECTION G

IDIQ ADMINISTRATION DATA

G1 CONTRACTING OFFICER'S AUTHORITY

The CO will perform all IDIQ and IDIQ Task Order administration. The CO is the only person with the authority to act as an agent of OPIC under this IDIQ and is the only person authorized to make or approve any changes in any of the requirements of this IDIQ. Notwithstanding any provisions contained elsewhere in this IDIQ, the said authority remains solely in the CO. In the event the Contractor makes any changes to a IDIQ 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 IDIQ price to cover any increase in costs incurred as a result thereof. Only the CO has the authority to: (1) authorize any changes in the performance work statement; (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 IDIQ; or (5) otherwise change any terms and conditions of this IDIQ.

Lisa M. Schaffer is the CO for this IDIQ. Communications pertaining to IDIQ 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 (IDIQ modification) executed by the CO authorizing such changes.

The Contracting Officer’s contact information is:

Lisa M. Schaffer U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, DC 20527 Phone: 202-312-2146 E-mail: lisa.schaffer@opic.gov

G2 CONTRACTING OFFICER'S REPRESENTATIVE (COR) FOR THE IDIQ

Velma Brown will be designated as the Contracting Officer's Representative (COR) for the IDIQ. OPIC may change the COR at any time without prior notice to the Contractor by a unilateral modification to the IDIQ. The COR is:

Velma Brown Contracting Officer’s Representative U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, DC 20527 Phone: 202-336-8441 E-mail: Velma.Brown@opic.gov

The COR serves as technical liaison between OPIC and the Contractor with respect to the IDIQ. The COR

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is also responsible for the acceptance of all deliverables for the IDIQ specified in Section F5.A, and such other responsibilities as may be specified in the IDIQ.

The COR is not authorized to make any commitments or otherwise obligate OPIC or authorize any changes, which affect the IDIQ pricing, terms or conditions. Any Contractor’s 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 CO. 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 CO to the Contractor.

G3 COR FOR THE IDIQ TASK ORDERS

The COR for each IDIQ Task Order will be Velma Brown, unless otherwise designated at the time the IDIQ Task Order is awarded.

G4 OPIC PROJECT ATTORNEY

An OPIC Project Attorney (the “Project Attorney”) for each IDIQ Task Order will be designated at the time the IDIQ Task Order is issued. The Project Attorney generally will be the OPIC staff attorney assigned to work on the transaction on a day to day basis. Within the scope of the IDIQ Task Order, the Project Attorney will provide technical direction to the Contractor on the timing and manner in which services are to be performed, and will provide technical review and final acceptance of written work product and deliverables. The Project Attorney will also be part of the review and approval process for the Contractor’s invoices.

G5 LIMITATION OF AUTHORITY

Questions relating to the terms of the IDIQ or IDIQ Task Orders shall be addressed to the CO. No written or oral statement of the COR or the Project Attorneys shall serve as a basis for modification of the terms of the IDIQ or any IDIQ Task Order, unless confirmed in writing by the CO.

If the COR, the OPIC Project Attorney, or any other OPIC employee requests the Contractor to provide services which are outside the scope of the IDIQ or IDIQ Task Orders, the Contractor should promptly advise the CO immediately, preferably in writing if time permits. Note that providing services outside of this IDIQ or IDIQ Task Orders could result in nonpayment for those services.

G6 INVOICES AND BILLING

The Contractor will furnish to OPIC monthly statements of fees and expenses (Statements), which shall include a detailed summary of fees and out of pocket expenses (Detailed Summary).

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

OPIClegalinvoicesFar@opic.gov and the Project Attorney(s) identified in the IDIQ Task Order.

Each Statement must clearly indicate:

1. The Project Number

2. The Project Name

3. The Project Attorney

4. Name and Address of Contractor

5. Contact Name, Title and Telephone Number

6. OPIC Issued IDIQ and IDIQ Task Order Numbers

7. Date of the Invoice

8. Invoice Number, Account Number, and/or any other identifying number (At a minimum there must be an invoice number)

9. Include the actual date when services were performed or goods delivered.

10. Include the Period of Performance on all invoices.

11. Description – see Detailed Summary below.

12. Include discount terms

13. Other substantiating documentation or information required by the IDIQ Task Order

14. Cumulative total of fees and expenses incurred in connection with the IDIQ Task Order, and cumulative total of fees and expenses paid in connection with the IDIQ Task Order.

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

(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

(d) The identity of and billing rate for the person who performed the task

(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

(b) The nature of the expense

The Contractor shall also include two statements and signature lines on the invoice. The wordings for these statements are:

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I hereby certify, to the best of my knowledge and belief that the services set forth herein were performed during the period stated above are current, accurate and complete.

(Date) (Team Leader) (Signature)

The above statement will be digitally signed by a representative of the Contractor.

and

I certify that to the best of my knowledge and belief that the services/supplies shown on the invoice have been performed/furnished and are accepted.

(Date) (Project Attorney) (Signature)

The above statement will be signed by the Project Attorney or other government representative with authority to certify and approve the invoice.

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 representation matter at a time, a separate statement for each matter in the format described above must be submitted. OPIC will not accept a single statement covering multiple OPIC representation matters.

Payments by OPIC will be made by electronic funds transfer. The Contractor is required, as a condition to any payment, to provide OPIC with all necessary information to make payment by electronic funds transfer unless the Contractor certifies in writing that the Contractor does not have an account with a U.S. financial institution or an authorized payment agent.

G7 TRAVEL REQUIREMENT

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 IDIQ or an IDIQ Task Order.

Handling rates shall not be applied to travel costs.

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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 following information:

1. Name of traveler

2. Dates of travel

3. Destination(s)

4. Purpose of travel

5. Estimated transportation costs

6. Estimated lodging expense

7. Estimated meals and incidental expenses

8. Other expenses

All travel shall be performed in accordance with the Federal Travel Regulations (FTR). OPIC will reimburse travel expenses at actual cost, in accordance with limitations equivalent to those set forth in the FTR. Unless authorized by the CO, reimbursement of lodging, meals and incidental expenses will not exceed the applicable rates set forth in the FTR for the travel destinations.

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H1 INTERPRETATION OF AGREEMENT: NOTICE OF AMBIGUITIES

This written agreement and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties’ complete agreement, and no other prior or contemporaneous agreements either written or oral shall be considered to change, modify or contradict

it. Any ambiguity in this IDIQ will not be strictly construed against the drafter of the agreement language but shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

It shall be the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of OPIC at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the statement of work, specifications and any other document incorporated into the agreement. Failure to comply with such obligations shall be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

H2 RESTRICTIONS AGAINST DISCLOSURE

The Contractor agrees, in the performance of this agreement, to keep in strict confidence the information furnished by OPIC and designated by the COR as public materials and information unless otherwise specified. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a need to know basis. The Contractor agrees to immediately notify the CO in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement.

The Contractor agrees that it will not disclose any information described in this section to any persons or individual unless prior written approval is obtained from the CO. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

H3 DUPLICATION OF EFFORT

The Contractor hereby certifies that costs for work to be performed under this agreement 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 CO, 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 agreement. The Contractor also certifies and agrees that any and all work performed under this agreement shall be directly and exclusively for the use and benefit of the

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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.

H4 RIGHTS TO INFORMATION

OPIC considers knowledge management a critical aspect of its ongoing ability to service its end-users. All notes, written reports and other documentation developed in the performance of this requirement will become the sole property of OPIC. The Contractor MUST provide its procedures for turning over this data to OPIC at the end of the award. Material can be turned over electronically, except for transaction documents with original signatures, in which case OPIC requires turnover of original documents. The Contractor bears all costs of shipping and returning documents.

H5 CONTINUATION OF IDIQ

The IDIQ shall be reviewed annually before the anniversary of its effective date and revised as necessary. If necessary, the IDIQ may need to be revised prior to the annual review due to any applicable subsequent statutory requirements.

The IDIQ may be changed by mutual agreement of the Contractor and OPIC.

H6 IDIQ TASK ORDERS

Services to be furnished under the IDIQ shall be ordered by issuance of IDIQ Task Orders by the CO.

All IDIQ Task Orders are subject to the provisions of the IDIQ. In the event of conflict between an IDIQ Task Order and the IDIQ, the IDIQ shall control.

H7 KEY PERSONNEL

Contractor personnel assigned to the following key positions are considered “Key Personnel” and are subject to this section:

The following positions are considered key positions for the IDIQ and the IDIQ Task Orders (can be the same person):

Partner Team Leader (a senior attorney who will have primary responsibility for the representation)

The Project Team for the individual IDIQ Task Orders will have Key Personnel that will be determined at the IDIQ Task Order level.

The Contractor shall obtain the consent of the CO prior to making Key Personnel substitutions.

Replacement for Key Personnel must possess qualifications equal to or exceeding the qualifications of

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the Key Personnel being replaced specified. The Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment.

Requests for changes shall be submitted to the CO at least fifteen (15) business days prior to making any permanent substitutions. The request should contain a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the CO. The CO will notify the Contractor within ten (10) business days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes.

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SECTION I

CLAUSES

I1 FEDERAL ACQUISITION REGULATIONS (FAR)

FAR 52.252-2 – Clauses Incorporated by Reference (FEB 1998) This IDIQ incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/far

I2 CLAUSES INCORPORATED BY REFERENCE

FAR 52.202-1 – Definitions (NOV 2013) FAR 52.203-3 – Gratuities (APR 1984) FAR 52.203-16 – Preventing Personal Conflicts of Interest (DEC 2011) FAR 52.203-17 – Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (APR 2014) FAR 52.204-4 – Printed or Copied Double-Sided on Post-Consumer Fiber Content Paper (MAY 2011) FAR 52.204-12 – Data Universal Numbering System Number Maintenance (DEC 2012) FAR 52.204-13 – System for Award Management Maintenance (JUL 2013) FAR 52.204-14 – Service Contract Reporting Requirements (JAN 2014) FAR 52.204-18 – Commercial and Government Entity Code Maintenance (JAN 2014) FAR 52.204-19 – Incorporation by Reference of Representations and Certifications FAR 52.209-6 – Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015) FAR 52.209-9 – Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) FAR 52.209-10 – Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015) FAR 52.212-4 – Contract Terms and Conditions-Commercial Items (MAY 2015) with Alternate I (MAY 2014) FAR 52.215-8 – Order of Precedence – Uniform Contract Format (OCT 1997) FAR 52.217-2 – Cancellation Under Multi-year Contracts (OCT 1997) FAR 52.227-14 – Rights in Data-General (MAY 2014) FAR 52.232-39 – Unenforceability of Unauthorized Obligations (JUN 2013)

I3 CLAUSES IN FULL TEXT

FAR 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (NOV 2015)

(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 (Nov 2015)

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

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(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:

X (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).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (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).