SF1449_-_OPIC-16-R-0016.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

Attachment Page

PAGE 3 OF 58 OPIC-16-R-0016

Overseas Private Investment Corporation

Private Equity Advisory Services For the Investment Funds Department

Request for Proposals

OPIC-16-R-0016

Issued By: Lisa M. Schaffer Contracting Officer

This solicitation will be a partial set-aside for small business concerns under NAICS Code 523930.

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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 Non-Disclosure Agreement for Contractors

SECTION K Representations, Certifications, and Other Statements

SECTION L Instructions, Conditions and Notices

SECTION M Evaluation Factors for Award

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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 (IDIQs) 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 up to sixteen (16) IDIQs may be awarded.

B2 AWARD TYPE

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

B3 PARTIAL SET ASIDE FOR AWARDS

This procurement is a partial small business set-aside using NAICS Code 523930. 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)

2. All Other Small Business Concerns

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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 10 and 20 orders (each, an “IDIQ Task Order”) may be made for services each year to some or all of the Contractors who are awarded IDIQs. It is anticipated that the potential value of each IDIQ 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. For best value, OPIC may make multiple awards covering one or more tasks in each award.

The estimated minimum value of the contracts annually is $100,000. The estimated maximum value of the contracts annually is $5,000,000.

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

B5 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 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 under IDIQ Task Orders may not exceed the pricing provided on the Pricing Pages, but may be lower.

Offerors MUST provide a price for the initial one-year Base Period and the three (3) 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.

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B6 PRICING FOR IDIQ TASK ORDERS

Proposals for the IDIQ 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.

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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

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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 IDIQ 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:

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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 IDIQ 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.

The estimated number of Contractors to be selected for the Investment Funds Call for Proposals List is three (3).

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

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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 Due Diligence reviews of specified Fund Managers and Fund Proposals 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

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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 of Proposals 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).

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B. DESCRIPTION OF SERVICES REQUIRED

The services required for individual IDIQ 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 IDIQ 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

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The services required for individual IDIQ 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 IDIQ 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

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investing and assess their interest and perception of risk and return and awareness of OPIC’s products, funds, and activities in emerging markets.

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 $5,000,000.00;

(2) Any order for a combination of items in excess of $5,000,000.00; 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.

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.

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(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.”)

(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).

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SECTION D

MARKING AND PACKAGING

{RESERVED}

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SECTION E

INSPECTION OF SERVICES

{RESERVED}

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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:

Overseas Private Investment Corporation 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 IDIQs will include a base period of one (1) year. There will also be the potential for three (3) 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(s). The potential total period of performance for the IDIQ(s) is four (4) 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 Officer. All information, data, results, conclusions, and reports are the sole

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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 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 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.

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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. IDIQ 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 IDIQ Task Order Request. 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 holder is unable or will not be submitting a response, the IDIQ 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 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 IDIQ (i.e., rates may be less than but may not exceed the rates in the IDIQ). If required, the technical section shall include personnel resumes and any previous experience performance information required by the IDIQ Task Order request.

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Proposals for the IDIQ 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 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 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. 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.

5. 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 Officer.

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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, and amount remaining on each IDIQ Task Order as of September 30.

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 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.

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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, D.C. 20590 Phone: 202-312-2146 E-mail: lisa.schaffer@opic.gov

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

Lorna Guillou 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 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

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The COR serves as technical liaison between OPIC and the Contractor with respect to the IDIQ. The COR 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 Lorna Guillou, unless otherwise designated at the time the Call is awarded.

G3 OPIC PROJECT OFFICER

An OPIC Project Officer for each IDIQ Task Order will be designated at the time the IDIQ 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 IDIQ 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 IDIQ or IDIQ 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 IDIQ or any IDIQ 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 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.

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.

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The Contractor will furnish all Invoices to the COR and the Project Officer identified in each IDIQ 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 IDIQ and IDIQ 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. Labor Expenses

13. Domestic Travel, as applicable

14. Foreign Travel, as applicable

15. Other substantiating documentation or information required by 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) 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 a statement and signature line on the invoice. The wordings for this statement is:

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)

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

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 IDIQ or an IDIQ 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 prior approval is authorized by the COR, 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 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 IDIQ

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

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

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

H4 IDIQ TASK ORDERS

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

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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.

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 IDIQ and the IDIQ Task Orders (can be the same person):

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

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

The Contractor shall obtain the consent of the CO prior to…