Attachment_A_-_Power_Africa_SOW_(LA)_-_Amend_1.docx

Overseas Private Investment Corporation (OPIC) Combined Synopsis/Solicitation for Power Africa Consulting Services

ATTACHMENT A

Independent Consulting Scope of Work Amendment 1 (changes in bold, italicized font)

1.0 INTRODUCTION

The Overseas Private Investment Corporation (OPIC) was established as an agency of the U.S. government in 1971. OPIC is the U.S. Government’s development finance institution. It mobilizes private capital to help address critical development challenges and in doing so, advances U.S. foreign policy and national security priorities. 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. OPIC achieves its mission by providing investors with financing, political risk insurance, and support for private equity investment funds, when commercial funding cannot be obtained elsewhere. OPIC supports a wide range of investments, including extractive industries, agriculture, manufacturing, and infrastructure.

OPIC is a key U.S. government agency in implementing President Obama’s Power Africa initiative, which seeks to add 30,000 megawatts (MW) of new, cleaner electricity generation capacity and increase electricity access by at least 60 million new connections in sub-Saharan Africa. OPIC has already committed more than $1.5 billion in financing and insurance to power projects in sub-Saharan Africa since the creation of Power Africa in June 2013 and aims to commit an additional $1 billion through 2018.

2.0 SCOPE OF WORK

The contractor shall provide two full-time attorneys (noted below as FTEs) to support OPIC’s Department of Legal Affairs in order to expand OPIC’s capacity to source, develop, execute, and monitor new and existing financing and insurance transactions within the power sector of sub-Saharan Africa.

2.1 Legal Professionals (2 FTEs)

The Contractor, shall provide OPIC’s Department of Legal Affairs with two attorneys who shall support OPIC management and project finance teams in providing legal support, including the following:

1. Negotiating with project sponsors and borrowers, project contractors, and host country governments on OPIC loan terms, OPIC policy requirements collateral security and completion support;

2. Reviewing and revising internal documents seeking approval of each financing of a project;

3. Conducting legal review of all aspects of the projects and project financing, including security and project documentation;

4. Hiring and managing outside U.S. and local legal counsel;

5. Drafting and negotiating of loan documentation;

6. Coordinating loan disbursements;

7. Managing post-closing and monitoring activities, including amendments, waivers and consents; and

8. Providing advice on key legal issues related to the projects and project financing.

2.2 Full-Time Presence Terms

One FTE is equivalent to 232 days of full-time support. Specifically, the Contractor shall provide support that will be present and available to support OPIC during working days (Monday through Friday, excluding federal holidays) and core hours (0915 through 1600) at least 232 working days out of each 12 months of performance. Weekend days or federal holidays spent on official OPIC travel or working during core hours at the OPIC Washington DC office will also count toward the 232-day support requirement total. If the level of support provided falls below this number of days for any reason, then the Contractor shall reduce the amount of the invoice submitted at the end of a 12-month performance period pro rata based on the shortfall in days of support provided. The contract price will remain the same if the Contractor provides more than 232 days of support during a 12-month performance period.

3.0 PERFORMANCE REQUIREMENTS SUMMARY

3.1 Legal Support Professional Performance Requirements

4.0 Deliverables Schedule

4.1 Legal Support Deliverables Schedule

5.0 KEY PERSONNEL

The contractor shall have the personnel, organization, and administrative controls necessary to ensure that each task is completed satisfactorily. Personnel, identified in the contractor’s staffing plan shall be considered essential to this contract. The Contractor shall provide evidence, such as resumes, that shows proposed personnel possess the proper qualifications and experience required in the RFP to perform the requirements of this contract.

Contractor personnel shall have demonstrated experience, documented in their resumes, referencing the required skills for successfully completing these tasks. All personnel shall be fully trained and ready to perform the tasks of this contract.

The Contractor shall notify the Contracting Officer or the COR no fewer than 30 days prior to assigning personnel named in the contract to other projects. The Contractor shall not make any changes or substitutions in personnel until it has received authorization from the Contracting Officer or the COR to proceed with the change.

The contractor shall replace immediately any individual who fails to perform his/her duties adequately, is chronically absent, conducts himself/herself in a manner that is inconsistent with government employment policies and practices, or engages in practices that are disruptive to the work environment.

· If changes in staff are necessary, replacement personnel shall be at least as qualified as their predecessors; and

· The contractor shall ensure that replacement personnel, should they be necessary, are prepared and ready to assume the required duties to perform at or above the level of personnel being replaced.

6.0 PLACE OF PERFORMANCE

OPIC’s offices in Washington, DC (1100 New York Ave., Washington, DC 20527) and periodic to frequent international travel.

7.0 PERIOD OF PERFORMANCE

The base period of performance is twenty-four months from the date of award. This contract also has two one-year sequential options to extend the period of performance.

8.0 GOVERNMENT-PROVIDED ACCESS AND RESOURCES

The Government will provide the following:

9.0 PERSONNEL SUITABILITY AND SECURITY REQUIREMENTS

All contract personnel who will have access to United States Overseas Private Investment Corporation data or websites shall have an Overseas Private Investment Corporation approved background investigation prior to gaining access to the Overseas Private Investment Corporation (per the standards in 5 CFR Part 731). Overseas Private Investment Corporation approved background investigations may include the Applicant Name Check, the National Agency Check and Inquiry (NACI), Special Agreement Check (OFI-86C), and/or other Overseas Private Investment Corporation approved previous investigation(s). Personnel and Physical security contract employees must be able to obtain and maintain a favorable fitness / suitability determination.

Should the Contracting Officer or designee receive an unsuitable report on any contract employee as a result of processing the required forms, or should an existing employee under this contract become unsuitable or unfit for assigned duties in this regard, the Contractor will be advised by the Government that such employee cannot be assigned to work or continue to work under the contract. The Contractor shall immediately remove any such employee and begin the process to replace him/her with a suitable substitute.

Potential contract employees who have previously had their suitability determined may not need to submit forms, pending verification to the Overseas Private Investment Corporation by the prior Government agency or unless one (1) calendar year or more has elapsed since they last started work. These potential contract employees shall, however, submit, in lieu of Overseas Private Investment Corporation required paperwork and prior to employment, a statement on the prior agency’s letterhead that they have a current suitability determination. In addition to being submitted on the respective agency's letterhead, the statement shall also list the following: Full Name, Social Security Number, Date of Birth, and a Point-of-Contact, including an up-to-date telephone number, contract number(s), and performance dates for contracts on which they have or are currently participating, which required such a determination.

Applicants may be required to complete the following:

· Personal Identification Verification (PIV) Online Training

· I-9 Form, Employment Eligibility Verification

· SF-85, Questionnaire for Non-Sensitive Positions

· Fingerprints

· OF-306, Declaration for Federal Employment

10.0 TRAVEL

Travel by the Contractor is anticipated for this requirement. Should the Government determine that travel is necessary, the required authorization for travel will be provided by the Contracting Officer Representative (COR) or the Contracting Officer if the COR is not available. 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. 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:

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