RFP_for_Private_Equity_Advisors.pdf

Overseas Private Investment Corporation

Private Equity Advisory Services For the Investment Funds Department

Request for Proposals

OPIC-16-R-0015

Issued By: Lisa M. Schaffer Contracting Officer

This solicitation is a total small business set-aside under NAICS Code 523930 Preference will be given to 8(a), HUBZone, and SDVOSBs.

TABLE OF CONTENTS

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 BOA Administration Data

SECTION H Special Contract Requirements

SECTION I Contract Clauses

SECTION J List of Documents, Exhibits, and Other Attachments

Attachment 1 Pricing Pages

Attachment 2 Non-Disclosure Agreement for Contractors

SECTION K Representations, Certifications, and Other Statements

SECTION L Instructions, Conditions and Notices

SECTION M Evaluation Factors for Award

SECTION B

SERVICES AND PRICES/COSTS

B1 DESCRIPTION OF PRIVATE EQUITY ADVISORY SERVICES

The Overseas Private Investment Corporation (OPIC) anticipates a need of private equity investment advisors (Contractors) to assist the Agency’s Investment Funds Department (IFD) in performing a variety of tasks described in more detail under Section C, Statement of Work, below. Basic Ordering Agreements (BOAs) are being established to provide timely, cost effective, and professional private equity investment advisory services. Contractors may submit proposals on one or more of the four Tasks listed below to be qualified for the Prospective Contractor Lists (each, a List). It is estimated that between five (5) and ten (10) BOAs will be awarded.

B2 AWARD TYPE

OPIC intends to award multiple BOAs to Contractors that represent the best value to OPIC.

B3 ANTICIPATED NUMBER OF BOA TASK ORDERS; MINIMUM AND MAXIMUM DOLLAR VALUES

It is anticipated that between 10 and 20 orders (each, a “BOA Task Order”) may be made for services each year to some or all of the Contractors who are awarded BOAs. It is anticipated that the potential value of each BOA Task Order can range between $10,000 and $250,000, but may potentially be higher in value depending on the length and breadth of each of Tasks 1-4, below. OPIC is not obligated (i) to issue any BOA Task Orders under this BOA or (ii) to exclusively use this BOA for its private equity investment advisory service needs. There is no guarantee that any Contractor awarded a BOA will be awarded a BOA Task Order. For best value, OPIC may make multiple awards covering one or more tasks in each award.

B4 PRICES FOR SERVICES AND RELATED EXPENSES

In order for OPIC to evaluate proposals, please provide hourly rates and applicable labor categories for the term of the BOA as set forth in Section J, Attachment 1 (Pricing Pages). Only labor categories provided will be utilized in awarding BOA Task Orders. Proposed hourly rates under BOA Task Orders may not exceed the pricing provided on the Pricing Pages, but may be lower. Please provide base period and option period rates, as requested.

B5 PRICING FOR BOA TASK ORDERS

Proposals for the BOA Task Order requests will be on a firm fixed price basis, unless otherwise specified.

Payments will be made based on milestones achieved and/or deliverables submitted satisfactory to OPIC. Travel will be on a cost-reimbursement basis and only direct expenses related to domestic or international travel will be reimbursed.

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. Because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets catalyzing revenues, jobs and growth opportunities both at home and abroad.

Established as an agency of the U.S. Government in 1971, OPIC operates on a self-sustaining basis at no net cost to American taxpayers. OPIC services are available for new and expanding business enterprises in more than 150 countries worldwide. OPIC has supported more than $200 billion of investment in over 4,000 projects, generated an estimated $75 billion in U.S. exports and supported more than 277,000 American jobs.

OPIC-assisted projects are required to uphold U.S. best practices as they pertain to human rights, workers' rights, and the environment, and to avoid negative impact on the U.S. economy. (For more information on OPIC and its programs see www.opic.gov).

C2 PROJECT SUMMARIES

Investment Funds: Since 1989, OPIC has committed over $4.3 billion to 63 privately owned, privately managed investment funds that make direct equity, mezzanine and senior debt investments in new, expanding or privatizing companies in emerging market economies. As of September 30, 2015, OPIC reported total outstanding commitments of $2.2 billion to 35 funds, and has the general objective of committing between $200 and $400 million per year to between five and seven funds. (For more information on the OPIC Investment Funds program, see www.opic.gov. OPIC seeks to achieve both capital appreciation and development impacts by supporting quality funds in emerging markets, thereby encouraging U.S. institutional capital into these markets. In addition, OPIC expects the funds it supports to adhere to best in class international environmental, social, and governance standards (“ESG”). OPIC will support first time managers and will also consider funds that target frontier markets.

Innovative Financial Intermediaries Program (“IFIP”): In 2013, OPIC launched a $500 million pilot program to facilitate capital flow to emerging market economies with a focus on SME’s and investments that promise significant economic and development impact. IFIP has been extended to October 2017, with the objective of supporting financial intermediaries who will invest in businesses in OPIC eligible countries using blind pool investment vehicles (“IFIP Funds”) that are: (1) below $100 million; (2) seeking OPIC support of no more than one-third of the total Fund; (3) deploy capital using debt or equity or a combination of both; or (4) microfinance investment vehicles or other hybrid nonbank financial http://www.opic.gov/ investment vehicles proposing nontraditional structures designed to address specific market conditions or development challenges. For more information on IFIP, see www.opic.gov.

OPIC is seeking one or more private equity advisors (the “Contractor” or “Advisor”) to assist the Investment Funds Department as described above and as outlined in more detail in Section C, below.

For best value, OPIC may make multiple awards covering one or more tasks in each award.

C3 PERFORMANCE WORK STATEMENT

OPIC will utilize the Lists established by this solicitation to award BOA Task Orders to Contractors to act as private equity advisors to OPIC on matters falling within the specified areas of expertise. Once OPIC has determined (i) a need for a Contractor 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 the Contractor, 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 perform the scope of work specified in that particular Task Order, and OPIC will be responsible for payment for the services.

A. DESCRIPTION OF TASKS

1. Investment Funds Call for Proposals (“Call”): OPIC selects the managers and the investment funds it will support through an open, competitive and transparent “call for proposals” process (the “Call”). OPIC’s Call typically does not specify strategy, geography (beyond OPIC-eligible countries), or sector (beyond exclusion of prohibited activities), although the Agency may give special consideration for strategies that fall within specific Agency priorities. OPIC intends to continue to implement this model on a predictable and regular basis with the intention of developing an investment funds portfolio broadly diversified by geographic focus, vintage year, and strategy.

Contractors can be assigned to any or all phases of the Call, from pre marketing and forward calendar development, to screening proposals against Call Criteria, to finalist due diligence and recommendations made to OPIC’s Evaluation Committee (see “Due Diligence Review of Specified Fund Managers and Fund Proposals”, below) .

All proposals will be assessed against a transparent set of Criteria specified in the Call.

Criteria can include, but may not be limited to, the following:

Fund Strategy Mgmt Team Track Record Fundraising Fund Governance and ESG

Development Impact

Credibility – experience in proposed strategy

Pipeline

Competitive position

Macro factors

Geographic target

Yrs of relevant experience

Team Cohesion

Proprietary Access to deals

Deal history

Team track record

Benchmarked by vintage, strategy

Value creation experience

Commitments

LP’s -- Composition and percentage from US LP’s

Previous fundraising track record

Target amount and OPIC amt

Fundraising timing

DFI’s vs private LP’s

ESG procedures and standards

ESG staffing

LPA terms

Compensation, Carry and other incentives

APAC and IC composition

Process

Sectors

Investment size

Additionality – need for OPIC participation

Portfolio company size

Geographic target

Population target

Effect on employment, capital and market access

OPIC retains the right to specify tasks, and to select more than one Contractor for an assignment. Calls may be open for a limited, specified time period, or over a longer period, on an ongoing basis (similar to that described in the IFIP program, below). OPIC will specify at the time a particular Task Order is issued the proposed schedule, expected number of proposals to be reviewed, deliverables, and level of effort expected from Contractors.

Proposals for the BOA Task Order requests will be on a firm fixed price based on expected level of effort and labor costs as delineated in the Pricing Pages. Payments will be made based on milestones achieved and/or deliverables submitted satisfactory to OPIC in accordance with a schedule outlined in each Task Order.

2. Due Diligence reviews of specified Fund Managers and Fund Proposals as assigned:

As part of a Call, or as assigned at any time, OPIC may request the assistance of a Contractor or Contractors in conducting specific, targeted due diligence on finalist candidates from a Call or on a pre-screened fund manager as assigned. OPIC will issue Task Orders as needed to Contractors to conduct these due diligence reviews.

The Contractor will assist the Agency in performing due diligence on the specific proposed funds and fund managers including but not limited to the following:

Assist in conducting customary, comprehensive due diligence on each of the manager’s proposed funds as against the Call criteria and prepare a written report to OPIC that provides an in-depth quantitative analysis of each manager’s investment track record and portfolio, highlighting their returns as compared to vintage year benchmark statistics; an analysis of key company results; and a critique of the consistency of the manger’s investment strategy. For each proposed fund, the Contractor shall also review the manager’s investment team, its organization, its investment process, fund management capabilities, the proposed structure and terms of the proposed fund, the manager’s professional references and other issues deemed relevant by OPIC or the Contractor.

Participate as a resource to OPIC, including participation at one or more

Evaluation Committee meetings, or other necessary meetings, at OPIC headquarters in Washington, D.C. Prior approval by the Contracting Officer’s Representative (COR) will be required for any additional travel.

It is anticipated that travel may be required to the Fund Manager’s offices in the

United States and/or abroad; this will be determined by OPIC in consultation with the Contractor. The Contractor should factor in their bid price due diligence meetings domestically and overseas, if such visits are deemed necessary to complete the Scope of Work.

Deliverables may include a comprehensive, written due diligence report on the

Fund Manager’s proposed fund covering the key factors mentioned above. In addition to the track record and team analysis mentioned above, the report should also include a SWOT analysis and the Contractor’s investment recommendation to OPIC.

The estimated number of Contractors to be selected for the single Fund Manager due diligence review and recommendation List is five (5).

3. Innovative Financial Intermediaries Pilot Program (“IFIP) Ongoing Review of

Proposals: OPIC is seeking an advisor to assist the Agency’s IFIP pilot program with the management of its ongoing call for proposals (the “IFIP Call”) to select innovative financial intermediaries for OPIC support. IFIP, a $500 million pilot program launched in 2013, and extended to October 2017, seeks to support financial intermediaries who will invest in businesses in OPIC eligible countries using blind pool investment vehicles (“IFIP Funds”) that are: (1) below $100 million; (2) seeking OPIC support of no more than one-third of the total Fund; (3) seeking to deploy capital using debt or equity or a combination of both; or (4) microfinance investment vehicles or other hybrid nonbank financial investment vehicles proposing nontraditional structures designed to address specific market conditions or compelling development challenges. Fund proposals will be reviewed against specific criteria set by OPIC, including but not limited to the following:

Fund Strategy Mgmt Team Track Record Fundraising Governance and ESG

Development Impact

Credibility Pipeline Innovation Measurement of results

Yrs of relevant experience Cohesion Access

Deal history Individual track records Value creation

Commitments Previous fundraising track record

ESG procedures and standards LPA terms Compensation Carry

Target population Scalability Geographical target

The estimated number of Contractors to be selected for the IFIP Ongoing Review and Recommendations List is three (3).

4. Strategic Planning, Portfolio Construction, and other Research as Requested: OPIC may from time to time require additional advisory services or research related to the strategy and operations of the investment funds program. Such tasks may include but are not limited to the following:

• Strategic Review and Asset Allocation: Assessment and recommendations regarding OPIC’s Investment Funds program, portfolio performance, processes, and products, and forward looking strategic plan and overall market assessment.

• Process and Organization Review: Review of IFD organization and process and recommendations in keeping w/ industry standards.

• Portfolio Construction: Assist OPIC in analytical support regarding portfolio construction, performance, allocation and diversification considerations.

• Customer Survey: Survey of GP’s and/or LP’s as requested

• Product assessment: Assessment of market acceptance of OPIC’s products for

Investment Funds, including its revised terms and insurance for LP’s.

• IFIP Program Evaluation and Recommendations: Assessment of program performance including financial performance and development impact, process, recommendations.

• Identify US investors with an appetite for emerging markets private equity investing and assess their interests and perceptions of risk and return with the goal of making them aware of OPIC’s products, funds, and activities in emerging markets.

The estimated number of Contractors to be selected for the Strategic Plan and Other Research List is five (5).

B. DESCRIPTION OF SERVICES REQUIRED

The services required for individual BOA Task Orders for (1) Investment Funds Call for Proposals may include some or all of the following:

TASKS OTHER REQUIREMENTS

Pre marketing, Schedule and Forward Calendar Development Initial review of proposals submitted online by pool of applicants (“Candidates”); Scoring Matrix and/or Summary Reviews of Candidates as assigned

OPIC may provide a specified number of proposals for initial review

Provision and/or review of Secondary Questionnaires provided to Finalists

Interviews of Finalists in Washington, DC with OPIC Evaluation Committee and Investment Funds team

Will require travel to Washington, DC

Due Diligence of Finalists as assigned in conjunction with Investment Funds team

May require overseas travel w/ OPIC Investment Funds team

Final Report and Recommendation to OPIC Evaluation Committee and Investment Funds Team and participation as a resource at OPIC Evaluation Committee meetings

Will require travel to Washington, DC

The services required for individual BOA Task Orders for (2) Due Diligence Review and Recommendations of Specific Fund Managers and Proposals as assigned may include some or all of the

ASSIGNMENT OTHER REQUIREMENTS

Provision and review of Secondary Questionnaires provided to Finalist Candidates

Interviews of Finalist Candidates in Washington, DC Will require travel to

Due Diligence of Finalist Candidates as against Criteria of the Call and Final Report and Recommendation to OPIC

May require overseas travel w/ OPIC Investment Funds team

Participation as a resource in IFD Evaluation Committee meetings in Washington, DC

Will require travel to

The services required for individual BOA Task Orders for (3) Innovative Financial Intermediaries Pilot Program (“IFIP) Ongoing Review of Proposals may include some or all of the following:

ASSIGNMENT OTHER REQUIREMENTS

Pre marketing and Forward Calendar Development Review of Initial (online) proposals and answers to questionnaires submitted online by pool of applicants

Scoring Matrix and Summary Reviews of First Cut Finalist Candidates

Provision and review of Secondary Questionnaires provided to Finalist Candidates

Participation as a resource in IFIP Evaluation Committee meetings in Washington, DC

May require travel to Washington, DC

Finalist Due Diligence and Recommendation, as assigned May require overseas travel with IFIP team

The services required for individual BOA Task Orders for (4) Strategic Plan, Portfolio Construction, Program Assessment, Client Survey, and other research as requested may include some or all of the

ASSIGNMENT REQUIREMENT

Strategic Review: Assessment and recommendations regarding OPIC’s Investment Funds program, portfolio performance, processes, and products, and forward looking strategic plan and overall market assessment.

OPIC to provide underlying data

Portfolio Construction: Assist OPIC in analytical support regarding portfolio construction, performance, allocation and diversification considerations.

OPIC to provide underlying data

Customer Survey: Survey of GP’s and/or LP’s as requested Product assessment: Assessment of market acceptance of TUF; levered facility; insurance for investment funds product

Process and Organization Review: Review of IFD organization and process and recommendations in keeping w/ industry standards

IFIP Program Evaluation and Recommendations: Assessment of program performance including financial performance and development impact, process, recommendations.

Market survey of potential US LP interest: Identify US investors with an appetite for emerging markets private equity investing and assess their interest and perception of risk and return and awareness of OPIC’s products, funds, and activities in emerging markets.

SECTION D

MARKING AND PACKAGING

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SECTION E

INSPECTION OF SERVICES

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SECTION F

PERFORMANCE

F1 PLACE OF PERFORMANCE

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

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

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

The period of performance of the awarded BOAs will include a base period of one (1) year. There will also be the potential for three (3) one-year option periods. Each BOA will be reviewed on an annual basis to determine if it is in OPIC’s best interest to extend the BOA(s). The potential total period of performance for the BOA(s) is four (4) years.

The period of performance of each BOA Task Order shall be as set forth in the BOA Task Order Request and the BOA 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 Officer. All information, data, results, conclusions, and reports are the sole property of OPIC and OPIC retains the right to use this information subject to OPIC’s own standards of business confidentiality.

• 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. OPIC may provide guidance on length and organization of work products.

• Adherence to Requirements − Work products must satisfy the requirements of the work required under each individual BOA 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 BOA and/or BOA Task Order (if applicable), or as specified by the project officer. 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.

• 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, 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.

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 Officer 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 officer.

B. BOA Task Order Request Procedures Once OPIC has determined a need for a type of expertise for which OPIC maintains a List, OPIC will solicit from all of the Contractors included on that List to submit a response to the BOA Task Order Request. Generally, OPIC retains the Contractor that represents the best value to OPIC based on specified competitive criteria.

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

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

a. The due date for submission (dependent upon the BOA 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. BOA Task Order Request Submission If a BOA holder is unable or will not be submitting a response, the BOA holder must contact the CO stating that no response will be provided for the specific BOA Task Order Request.

Failure to submit a response to multiple requests may be considered at the time the BOA is reviewed for renewal.

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 BOA (i.e., rates may be less than but may not exceed the rates in the BOA). If required, the technical section shall include personnel resumes and any previous experience performance information required by the BOA Task Order request.

Proposals for the BOA Task Order requests will be on a firm fixed price, with payments made based on milestones achieved and/or deliverables submitted satisfactory to OPIC. OPIC will reimburse direct expenses related to approved domestic or overseas travel, but will not cover additional hourly labor costs incurred as part of the trip.

3. Evaluation Criteria for BOA Task Order Requests The criteria that OPIC will use in evaluating Contractor responses on individual BOA Task Orders will be specified in the individual BOA 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 Firm and specific professionals proposed for the engagement (the “Proposed OPIC Team”) with respect to the Tasks described in the Task Order. This includes past private equity advisory work in emerging markets, institutional client list, past engagements related to the task at hand, and experience of the individual team members proposed.

b. The capacity of the Proposed OPIC Team to handle the anticipated volume of work within the schedule proposed by OPIC.

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 services in the past.

d. The fees and other pricing arrangements proposed by the Contractor with respect to the specific 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.

4. BOA Task Order Award Upon completion of the review of the Contractors’ submissions and any subsequent negotiations, the CO will award a BOA Task Order to a Contractor.

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

F5 DELIVERABLES

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

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

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

On or before October 31 of each year.

C. LIST OF DELIVERABLES FOR THE BOA TASK ORDERS

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

D. SUBMISSION OF DELIVERABLES

All deliverables must be submitted electronically and must be Section 508 Compliant. All electronic documents that are not Section 508 Compliant will be automatically rejected and must be resubmitted before they are reviewed for approval. Please see www.section508.gov for more information.

http://www.section508.gov/

SECTION G

BOA ADMINISTRATION DATA

G1 CONTRACTING OFFICER'S AUTHORITY

The CO will perform all BOA and BOA Task Order administration. The CO is the only person with the authority to act as an agent of OPIC under this BOA and is the only person authorized to make or approve any changes in any of the requirements of this BOA. Notwithstanding any provisions contained elsewhere in this BOA, the said authority remains solely in the CO. In the event the Contractor makes any changes to a BOA 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 BOA 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 BOA; or (5) otherwise change any terms and conditions of this BOA.

Lisa M. Schaffer is the CO for this BOA. Communications pertaining to BOA 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 (BOA 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, D.C. 20590 Phone: 202-312-2146 E-mail: lisa.schaffer@opic.gov

G2 CONTRACTING OFFICER'S REPRESENTATIVE (COR) FOR THE BOA AND BOA TASK ORDERS

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

Lorna Guillou Contracting Officer’s Representative U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 20590 Phone: 202-336-8766 E-mail: Lorna.Guillou@opic.gov

The COR serves as technical liaison between OPIC and the Contractor with respect to the BOA. The COR is also responsible for the acceptance of all deliverables for the BOA specified in Section F5.A, and such other responsibilities as may be specified in the BOA.

The COR is not authorized to make any commitments or otherwise obligate OPIC or authorize any changes, which affect the BOA 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 BOA TASK ORDERS

The COR for each BOA Task Order will be Lorna Guillou, unless otherwise designated at the time the Call is awarded.

G3 OPIC PROJECT OFFICER

An OPIC Project Officer for each BOA Task Order will be designated at the time the BOA Task Order is issued. The Project Officer generally will be the OPIC project officer assigned to work on the transaction on a day to day basis. Within the scope of the BOA Task Order, the Project Officer 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 Officer will also be part of the review and approval process for the Contractor’s invoices.

G4 LIMITATION OF AUTHORITY

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

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

G5 INVOICES AND BILLING

The Contractor will furnish to OPIC invoices in accordance with the specifications of each Task Order, which shall include a detailed list of deliverables.

The Contractor will furnish all Invoices to the COR and the Project Officer identified in each BOA Task Order.

Each Statement must clearly indicate:

1. The Project Number(s)

2. The Project Name(s)

3. The Project Officer

4. Name and Address of Contractor

5. Contact Name, Title and Telephone Number

6. OPIC Issued BOA and BOA Task Order Number

7. Date of the Invoice

8. Invoice Number

9. Actual date when services were performed or goods delivered.

10. Period of Performance on all invoices.

11. Description – see Detailed Summary below.

12. Other substantiating documentation or information required by the BOA Task Order

13. Cumulative total of fees and expenses incurred in connection with the BOA Task Order, and cumulative total of fees and expenses paid in connection with the BOA 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) Milestone payment and deliverables associated with the task performed

(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:

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) (COR and Project Officer) (Signature)

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

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, 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.

G6 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 BOA or a BOA Task Order.

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.

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H1 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.

H2 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 completion of each Task Order award.

H3 CONTINUATION OF BOA

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

The BOA may be changed by mutual agreement and only by modifying the BOA itself and not by incorporation.

This BOA shall provide for discontinuing its future applicability upon thirty (30) calendar days written notice by either party. Discontinuing or modifying this BOA shall not affect any prior BOA Task Orders incorporating this BOA.

H4 BOA TASK ORDERS

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

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

H5 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 BOA and the BOA Task Orders (can be the same person):

• Partner who will have primary responsibility for the BOA assignment.

The Project Team for the individual BOA Task Orders will assign Key Personnel that will be determined at the BOA 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 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.

SECTION I

CLAUSES

I1 FEDERAL ACQUISITION REGULATIONS (FAR)

FAR 52.252-2 – Clauses Incorporated by Reference (FEB 1998) This BOA 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) http://acquisition.gov/far https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html%23wp1146366

(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:

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). (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 (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

X (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. (Oct 2015) (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] X (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 2015) (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.

https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html%23wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html%23wp1113344 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1137622 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1141983 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1144881 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1141649 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1151163 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html%23wp1151299 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html%23wp1140926 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html%23wp1145644 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1135955 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1135955 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1135970 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1135970 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136004 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136017 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136017 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136017 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136032 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136058 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html%23wp1136058

__ (iv) Alternate III (Oct 2015) 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-Subcontracting 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…