Attachment_1-_Blanket_Purchase_Agreement_(BPA)_Scope_REVISION_1.pdf

1.0 INTRODUCTION

The scope of this Blanket Purchase Agreement (BPA) is to provide contract support with experience in website, design, video, and spokesperson training the Overseas Private Investment Corporation (OPIC).

The Contractor shall provide all personnel, supervision, and other items and services necessary to perform the management and operations as defined herein.

2.0 BACKGROUND

The Overseas Private Investment Corporation (OPIC) is a Federal government agency that assists American companies expand their business in developing countries. OPIC is the U.S. Government’s development finance institution. It mobilizes private capital to help solve critical development challenges and in doing so, advances U.S. foreign policy. 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, guarantees, political risk insurance, and support for private equity investment funds. 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.

The Office of External Affairs (OEA) is OPIC’s first line of communication with the public. OEA is tasked with raising awareness of how the agency can support American businesses, sharing key news developments and responding to media inquiries.

OEA supports and maintains communications outreach platforms including a public website and digital media. The Agency is seeking a partner to assist in the maintenance, design and development of our website, digital materials, as well as media training under a Blanket Purchase Agreement. We are conducting this RFQ in pursuit of a partner with deep experience working in the public and private sectors providing design, video editing, media training, and website and online site maintenance. The objective for this BPA is to secure the services of a superior performing contractor that can provide OPIC with digital media and design support as well as operations/maintenance of OPIC’s online infrastructure including the website and quarterly media and spokesperson training to achieve the OPIC objective stated below.

3.0 GENERAL INFORMATION

3.1 AWARD TYPE

OPIC intends to award one BPA to a contractor that represents the best value to the Government. BPA Task Orders (TOs) will be issued on a firm fixed price or labor-hour basis as specified in the TO. For each task order, the contractor must provide the contractors requested, comprehensive management, and supervision of contractor resources, and any required deliverables.

Overseas Private Investment Corporation 1100 New York Avenue, N.W.

Washington, D.C. 20527

(202) 336-8400

FAX (202) 408-9859

REVISION 1

3.2 PERIOD OF PERFORMANCE

The period of performance is one (1) base year plus four (4) option years.

Base: April 20, 2017 – April 19, 2018 Option Year 1: April 20, 2018 – April 19, 2019 Option Year 2: April 20, 2019 – April 19, 2020 Option Year 3: April 20, 2020 – April 19, 2021 Option Year 4: April 20, 2021 – April 19, 2022

Each TO RFQ shall specify the period of performance that will govern a particular Task Order related to the BPA.

3.3 PLACE OF PERFORMANCE

The primary place of performance is the Contractor offices in the Washington DC area with some meetings at OPIC.

3.4 GOVERNMENT FURNISHED INFORMATION, EQUIPMENT, AND FACILITIES

Government Furnished Information (GFI), Government Furnished Equipment (GFE), and Government Furnished Facilities (GFF), if applicable, will be specified as necessary by each individual TO.

3.5 CUSTOMER RELATIONSHIP

The resulting BPA is intended to create a cooperative relationship between OPIC and the contractor. The OPIC/contractor relationship will reflect the attributes of an open, collaborative, customer-oriented, and professional association. OPIC intends to structure the BPA in a manner that ensures the contractor’s goals and objectives are in alignment with those of OPIC.

4.0 SCOPE OF WORK

The services within the scope of this requirement are subject areas, as defined in Section 5. The organizations that can utilize these services are all OPIC departments, but orders may only be placed by a Contracting Officer in the OPIC Acquisition Office.

5.0 SERVICE REQUIREMENTS

5.1 GENERAL REQUIREMENTS

Contractor staff shall have the level of experience necessary to accomplish the general requirements outlined herein and specific performance objectives stipulated in each individual TO PWS. The team must consist of dedicated members possessing the right mix of skills and expertise to execute the service requirements of the TO PWS. The following paragraphs describe the subject areas and labor categories required under this BPA Individual TO RFQs may add additional specificity to the requirements below.

5.2 SERVICE REQUIREMENTS

The following conditions apply to all task areas provided below:

5.2.1 NON-PERSONAL SERVICE STATEMENT

Contractor employees performing services under this order will be controlled, directed, and supervised at all times by management personnel of the contractor. Contractor management shall ensure that employees properly comply with the performance work standards outlined in the Statement of Work. Contractor employees shall perform their duties independent of, and without the supervision of any Government official. The tasks, duties, and responsibilities set forth in the task order may not be interpreted or implemented in any manner that results in any contractor employee creating or modifying Federal policy, obligating the appropriated funds of the United States Government, overseeing the work of Federal employees, providing direct personal services to any Federal employee, or otherwise violating the prohibitions set forth in Parts 7.5 and 37.1 of the Federal Acquisition Regulation (FAR). The Government will control access to the facility and will perform the inspection and acceptance of the completed work.

Contractor personnel shall at no time allow an employer-employee relationship to develop with OPIC organizations or their staff and OPIC organizations will refrain from any activities that create the appearance of such a relationship. Contractors shall not perform inherently governmental functions including: decision-making, supervision of Government employees, supervision of other contractors on other contracts, and activities that create the appearance of performing such functions.

5.2.2 CONTRACTOR IDENTFICATION

Contracting personnel must identify themselves as "contractors" when attending meetings, answering Government telephones, or working in situations where their actions could be construed as official government acts. The Contractor must ensure that their employee(s) display(s) his or her name and the name of the company while in the work area, and include the company's name in his or her email display

5.3 REQUIRED SERVICES

The contractor shall provide services to OPIC organizations for a variety of task areas.

Expected task areas include, but are not limited to, the following:

Website Support

a. Provide project management and programing support for website content refresh and continued website development. This will include proving counsel on website design and development.

b. In addition, contractor will conduct regular website maintenance and review analytics.

Design

a. Develop and design materials on an as needed basis, including but not limited to, collateral, brochures

(EST QTY: 6/year), and website infographics (EST QTY: 6/year) and print graphics. Also includes small bi-fold brochures, infographics, and post cards.

b. Support the Agency in development and delivery of targeted materials that highlight the Agency’s mission, vision, and accomplishments.

Impact Awards Support

a. Support the agency’s annual Impact Award ceremony which includes a designed graphics presentation, brochures, programs, posters, signage and customized award certificates. Approximately 200 people attend the ceremony.

b. Support on-site live presentation support and A/V at the event

Videos

a. Support the development of video projects including story boarding, scriptwriting, graphics, video editing, and voiceovers. On occasion, coordinate videotaped interviews at local events in Washington, DC or the agency headquarters. Video times will range from 2-3 minutes (up to 4 videos a year), 5 minutes (one video per year), and 10 minutes (one video per year).

Media and Spokesperson Training

a. Training spokespeople across the Agency for panels and speeches at events, print and broadcast interviews, including interview basics, storytelling, managing questions, and delivering messages.

b.Training materials and resources will be produced and provided to training participants.

c. Media training may include one-one-one training as well as group training. The event should include a tailored presentation as well as mock video interviews for selected individual participants.

d.Training is for approximately 100 people per year at OPIC’s location with up to 30 people at a time.

e. OPIC typically coordinates a half day of training between two groups. However, this dynamic can change based on recommendations.

6.0 MANDATORY TASKS AND DELIVERABLES

The contractor shall perform the tasks and provide the specific deliverables described below within the performance period stated in Section 3.2 of this BPA.

6.1 MANAGEMENT OF BPA

The contractor shall institute and maintain a management process that effectively manages the BPA, individual TOs, and all Contractor personnel and financial resources used to perform the services requested in the TOs and the requirements of the BPA.

As part of the management process described above, the contractor shall:

• Employ a management approach that is consistent with project management best practices

• Clearly identify all staff involved in the management and performance of the BPA and clearly define their roles, responsibilities and interaction with the Government.

• Ensure that all services are compliant with applicable Federal regulations and guidelines.

• Adhere to the security regulations, policies, and procedures in “Section 11” of this BPA.

The contractor shall also perform the following tasks under the BPA:

• Attend a post-award kickoff meeting–

The contractor shall participate in a post-award kickoff and introduction meeting with OPIC representatives within two weeks after award in the Washington, DC area. The exact time and location will be determined at time of award.

6.2 MANAGEMENT OF BPA DELIVERABLES

For each BPA TO, the contractor Project Manager shall be the contractor employees’ primary interface with the requiring OPIC organization(s) and COR. Any work products requested by the Government shall be submitted to the Project Manager. The Project Manager shall direct the activities of all BPA TO personnel to meet the outlined requirements. The Project Manager shall document all tasks and submitted deliverables in an updated BPA TO schedule to be submitted with the Periodic Progress Reports. The contractor’s Project Manager shall be proactive and responsive to managing contractor resources and meeting OPIC requirements.

The contractor shall provide all deliverables identified in the individual TOs in the formats specified in the TO. All deliverables, unless otherwise specified, shall use Microsoft Office compatible formats. All deliverables must be in Section 508 compliant format according to the particular requirements for each such deliverable.

6.2.1 PERIODIC PROGRESS REPORTS

The contractor shall provide Periodic Progress Reports to the TO COR that shall briefly summarize the TO and shall include the following minimum information:

a. The contractor will submit a periodic progress report, in conjunction with its invoices, which identifies the costs incurred on the work effort, the pro-rated amount of obliged funding, and the percent of completion for each assigned task.

b. The contractor will submit periodic reports on validation and testing of compliance in meeting the applicable accessibility standards in Section 508 of the Rehabilitation Act of 1973, as amended.

7.0 TASK ORDER REQUEST PROCEDURES

7.1 All BPA Orders are subject to the provisions/clauses of the BPA. In the event of conflict between a BPA Order and the BPA, the BPA shall control.

7.1.1 The Contracting Officer will issue separate requests for each anticipated task to the contractor to establish new BPA TOs.

7.1.2 Evaluation Criteria for BPA TO Submissions:

The following factors may be used for evaluation purposes:

Factor 1: Staffing and Management Plan

The Management and Staffing Plan will provide information as to how the requirements will be accomplished within the established period of performance. This would include the organization of management and staff. This will be required for each request.

Factor 2: Price

The ordering activity will be responsible for considering the level of effort proposed to perform a specific task being ordered, and for determining that the total price is reasonable.

7.2 BPA TO Request Submission and task order award. The process for requesting a submission, evaluation of the submission, issuance of a BPA TO, and the commencement of services under each task order is shown below.

(1) BPA TO Request

a. The CO will issue a written BPA TO Request to the contractor.

b. The BPA TO Request will include, as a minimum, the following information:

i. The due date for submission (dependent upon type of BPA Call as specified above).

ii. A description of the services, including minimum qualification requirements and specific ranking factors.

iii. The place of performance.

iv. The period of performance including the quantity required.

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

vi. Any other information deemed appropriate by the CO.

(2) BPA TO Submission

(a) If an awardee is unable to submit a response, it must notify the CO in writing as soon as practicable. A brief written statement within as to why the awardee is unable to submit a response is required. Failure to submit a response without sufficient justification may be considered as negative past performance information which may jeopardize the award of future BPA Calls.

(b) 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. Direct labor rates must be consistent with the BPA. If required, the technical section shall include personnel resumes and any past performance information required by the BPA TO Request.

(3) In addition to general factors, each task order award decision will have a unique evaluation plan that will be developed by the Contracting Officer and detailed in each request.

(4) BPA TO Award

(a) Upon completion of the review of the contractor’s submission and any subsequent negotiations, the CO will issue a TO to the contractor.

(5) Commencement of Performance

(a) Upon award, a BPA TO will be transmitted to the contractor on a form SF-1449. Services ordered through a BPA TO will generally be required to begin no later than 30 days after execution of the BPA TO by the CO, unless otherwise specified in the BPA TO.

8.0 KEY PERSONNEL

The following positions (for the overall BPA and all TOs) are defined as Key Personnel and shall not be removed, diverted, or replaced from work without approval of the CO.

Senior Engagement Lead/Project Manager - The contractor will provide a Project Manager who will be responsible as the POC for OPIC. The Project Manager will have experience in the management of public relations, outreach and marketing, media training, and website and online site maintenance, and will have adequate authority to make decisions for the timely resolution of problems. The Project Manager will coordinate closely with OPIC’s OEA. The Project Manager shall be responsible for keeping the COR informed about Contractor status throughout the performance period of this contract, and ensure Contractor activities are aligned with OPIC objectives.

Analyst or Senior Analyst Staff – the contractor will provide support through an Analyst or Senior Analyst Staff who conducts communication/marketing/media programs including planning, dissemination of materials and messages for national or regional campaigns and outreach.

Any personnel the contractor offers as substitutes shall have the ability and qualifications equal to or better than the key personnel being replaced. Requests to substitute personnel shall be approved by the COR and the CO. All requests for approval of substitutions in personnel shall be submitted to the COR and the CO at least 30 calendar days prior to making any change in key personnel. The request shall be written and provide a detailed explanation of the circumstances necessitating the proposed substitution. The contractor shall submit a complete resume for the proposed substitute, and any other information requested by the CO needed to approve or disapprove the proposed substitution. The CO will evaluate such requests and promptly notify the contractor of approval or disapproval thereof in writing. Also, additional personnel may be deemed “key personnel” at the BPA TO level.

9.0 TRANSITION

The Contractor shall take all actions necessary to ensure there is no break in services during the transition between the contractor hereunder and any previous contractor during phase-in and phase-out of operations.

The transition shall be handled with minimal disruptions to the customer.

9.1 TRANSITION PLAN

If not the incumbent, Contractor shall provide a transition plan that describes the process for transitioning from OPIC’s current provider. At a minimum, the transition plan shall provide detailed information to explain to the Government the Contractor’s plan/methodology for a smooth transition.

10.0 SECTION 508 COMPLIANCE

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

11.0 SECURITY

11.1 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

(JAN 2011)

FAR 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) applies to the BPA and all its TOs.

11.2 Personnel Security/Suitability Clearance Requirements

11.2.1 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.

11.2.2 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.

11.2.3 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.

11.2.4 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

11.3 ACCESS TO OPIC INFORMATION AND OPIC INFORMATION SYSTEMS

OPIC will supply the Contractor with the minimum logical (technical) and/or physical access to OPIC information and OPIC information systems for employees and sub-contractors: (1) to perform the services specified in the BPA/TO, (2) to perform necessary maintenance functions for electronic storage or transmission media necessary for performance of the BPA/TO, and (3) for individuals who first satisfy the same conditions, requirements, and restrictions that comparable OPIC employees must meet to have access to the same type of OPIC information. All Contractors and subcontractors working with OPIC Sensitive Information are subject to the same investigative requirements as those of regular OPIC employees who have access to the same types of information. Contractors are responsible for screening their employees.

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

A. Contractor information systems subject to the Federal Information Security Management Act of 2002 (FISMA). All agency information systems, see 44 U.S.C. 3505(c), operated by or on behalf of the Government by a Contractor or subcontractor containing Federal data shall be subject to the requirements of the FISMA, including routine testing without advance notice to or approval of the Contractor or its subcontractors. See 44 U.S.C 3544(b).

1. For all services acquisitions (including cloud services):

PROTECTION OF INFORMATION

The contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of work under this contract. The contractor shall also protect all Government data, equipment, etc. by treating the information as sensitive. All information about the systems gathered or created under this contract should be considered as SBU information. It is anticipated that this information will be gathered, created, and stored within the primary work location. If contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

The government will retain unrestricted rights to government data. The ordering activity retains ownership of any user created/loaded data and applications hosted on vendor’s infrastructure, as well as maintains the right to request full copies of these at any time.

The data that is processed and stored by the various applications within the network infrastructure contains financial data as well as personally identifiable information (PII). This data and PII shall be protected against unauthorized access, disclosure or modification, theft, or destruction. The contractor shall ensure that the facilities that house the network infrastructure are physically secure.

The data must be available to the Government upon request within one business day or within the timeframe specified otherwise, and shall not be used for any other purpose other than that specified herein. The contractor shall provide requested data at no additional cost to the government.

No data shall be released by the Contractor without the consent of the Government in writing. All requests for release must be submitted in writing to the COR/CO.

SECURITY CLASSIFICATION

The preparation of the deliverables in this contract will be completed at a Sensitive but Unclassified level.

SECURITY DOCUMENTATION

The contractor shall provide documentation describing the functional properties of the security controls employed within the information system, its components, or services.

B. Handling of third-party requests for access to records. In the event that the Contractor receives any subpoena or other voluntary or mandatory request for access to data first produced under this Contract, the Contractor shall immediately notify the COR and the CO, so that the Government may intervene or take any other steps it deems necessary to protect its interests.

C. Data Breaches. As part of the requirement explained elsewhere in this document for the contractor to comply with all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system, the contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs. Special attention should be paid to OMB Memorandum 06-19 (July 12, 2006), particularly the extremely urgent reporting time frames included therein for certain breaches, as well as to any other subsequent laws, regulations, or policy governing data breaches that may arise during the performance of the contract. The Information System Security Plan required elsewhere in this document shall include policies and procedures necessary to ensure the timely detection of and reporting to the OPIC of data breaches, as well as safeguards to prevent and mitigate the risk of, as well as to remedy, such breaches, if any.

D. Use of OPIC computer equipment by contractors is limited to what is necessary to accomplish the work identified under the contract. All contractors or his/her employees or subcontractors are subject to Internet access monitoring and auditing, and discoveries of inappropriate internet access or activity not directly related to the contract, will be reported to the COR and CO, and the contractor shall be held in default of the contract. Contractors or his/her employees or subcontractors found accessing inappropriate web sites while using an OPIC computer, may be grounds for initiating disbarment procedures.

12.0 ORGANIZATIONAL CONFLICT OF INTEREST

(a) It is recognized by the parties that the efforts to be performed by the contractor under this contract are of such a nature that they may create a potential organizational conflict of interest as contemplated by Subpart 9.5 of the Federal Acquisition Regulation (FAR). It is the intention of the parties that the contractor will not engage in any contractual activities which may impair its ability to render unbiased advice and recommendations, or in which it may gain an unfair competitive advantage as a result of the knowledge, information and experience gained during the performance of this contract. It does not include the normal flow of benefits from incumbency.

(1) The contractor agrees not to participate as a prime contractor, subcontractor, consultant or team member in any acquisition wherein:

(2) The contractor has participated in the analysis and recommendation leading to the acquisition decision to acquire such services; or

(3) The contractor may have an unfair competitive advantage resulting from the information gained during the performance of this contract.

(b) The term “contractor” herein used means:

(1) The organization entering into this contract with the Government;

(2) All business organizations with which it merges, joins or affiliates, now or in the future, and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of;

(3) Its parent organization (if any), and any of its present or future subsidiaries, associates, affiliates, or holding companies; and

(4) Any organization or enterprise over which it has direct or indirect control (now or in the future).

(c) The contractor agrees that it will use all reasonable diligence in protecting proprietary data received by it. The contractor further agrees it will not willfully disclose proprietary data to unauthorized parties without the prior permission of the Government, and that proprietary data shall not be duplicated, used or disclosed, in whole or in part, for any purpose other than to accomplish the contracted effort. This restriction does not limit the contractor’s right to use, duplicate or disclose such information if such information was lawfully obtained by the contractor from other sources.

(d) If a contractor believes that its participation in the resulting contract or task order would cause an Organizational Conflict of Interest (OCOI), that contractor shall include in its proposal an appropriate discussion and mitigation plan. The OPIC will review the discussion and make a determination whether there is an OCOI. If the OPIC determines the existence of an OCOI, then the OPIC will evaluate the mitigation plan and make final decision regarding the participation of the contractor with any award of a contract or task order.

(e) The prior approval of the Contracting Officer is required before any work to be performed under this contract may be subcontracted to any organization described in subparagraph (c) above.

(f) The contractor agrees to enter into written agreements with all companies whose proprietary data he shall have access and to protect such data from unauthorized use or disclosure as long as it remains proprietary. The contractor shall furnish to the Contracting Officer copies of these written agreements. The contractor agrees to protect the proprietary data and rights of other organizations disclosed to the contractor during performance of this contract with the same caution that a reasonably prudent contractor would use to safeguard highly valuable property. The contractor agrees to refrain from using proprietary information for any purpose other than that for which it was furnished.

(g) The contractor shall not distribute reports, data or information of any nature arising from its performance under this contract, except as provided by this contract or as may be directed by the Contracting Officer.

(h) The contractor shall include this provision, including this paragraph, in subcontracts of any tier which involve access to information covered in paragraph (a) above. The use of this clause in such subcontracts shall be read by substituting the word “subcontractor” for the word “contractor” wherever the latter appears.

(i) The contractor’s employees shall be trained and informed of Subpart 9.5 of the FAR and this contract provision.

(j) Government representatives shall have access to the contractor’s premises and the right to inspect all pertinent books and records in order to insure that the contractor is in compliance with Subpart

9.5 of the FAR and this provision.

(k) Questions regarding this interpretation of Subpart 9.5 of the FAR and this provision shall be submitted to the Contracting Officer.

(l) The contractor agrees that if after award it discovers a potential organizational conflict of interest, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the actions the contractor has taken or proposes to take, to avoid or mitigate such conflicts.

(m) For any breach of the above restrictions, or for nondisclosure or misrepresentation of any relevant interests required to be disclosed concerning this contract, the Government may, terminate the contract for default, disqualify the contractor from subsequent related contractual efforts, and/or pursue other remedies permitted by law or this contract.

13.0 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.

13.1 NON-DISCLOSURE AGREEMENT

The Contractor shall deliver to the COR a signed nondisclosure agreement (NDA) for all Contractor personnel for whom there exists the possibility of coming into contact with “OPIC materials and information,” as defined in the NDA. All such Contractor personnel must sign and submit to the COR the Nondisclosure Agreement included herein. The Contractor shall provide the signed nondisclosure agreements to the COR prior to the Contractor’s staff commencing their assigned duties within the Overseas Private Investment Corporation’s headquarters building or at any of its other offices.

14.0 INTELLECTUAL PROPERTY

All Contractor developed processes and procedures and other forms of intellectual property first developed under this contract shall be considered Government property. All documentation, photography and electronic data and information collected by the Contractor and entered into or generated in support of this contract shall be considered Government property, and shall be returned to the Government at the end of the performance period.

15.0 ANTICIPATED TASK ORDER MINIMUM AND MAXIMUM DOLLAR VALUES

It is anticipated that the maximum aggregate value for all TOs awarded under the BPA potential period of performance (five years) will be $1,500,000.00. The contract minimum dollar value is $3,000.00 per task order.

16.0 DUPLICATION OF EFFORT

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

17.0 NOTIFICATION OF INTENT TO SUBCONTRACT

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

18.0 PRICES FOR SERVICES AND RELATED EXPENSES

In order for OPIC to evaluate proposals, please provide hourly rates (or range of hourly rates) and applicable labor categories for the term of the BPA. Only labor categories provided will be utilized in awarding BPA Task Orders. Proposed hourly rates (or range of hourly rates) under BPA Task Orders may not exceed the pricing provided on the Pricing Pages, but can be lower on a case by case basis. Please provide Base Period and Option Period rates, as requested.

19.0 MARKING

All information submitted to the COR shall clearly indicate the BPA Number and the BPA Task Order for which the information is being submitted.

20.0 PAYMENT OF POSTAGE AND FEES

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

21.0 INSPECTION OF SERVICES

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

22.0 LIMITATION OF AUTHORITY

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

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

23.0 INTERPRETATION OF AGREEMENT: NOTICE OF AMBIGUITIES

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

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

It shall be the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of OPIC at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the statement of work, specifications and any other document incorporated into the agreement.

Failure to comply with such obligations shall be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

24.0 RIGHTS TO INFORMATION

OPIC considers knowledge management a critical aspect of its ongoing ability to service its end-users. All notes, written reports and other documentation developed in the performance of this requirement will become the sole property of OPIC. The Contractor MUST provide its procedures for turning over this data to OPIC at the end of the award.

25.0 CONTINUATION OF BPA

The BPA shall be reviewed annually before the anniversary of its effective date and revised as necessary.

If necessary, the BPA may need to be revised prior to the annual review due to any applicable subsequent statutory requirements.

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

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

26.0 PROJECT MANAGEMENT

26.1 Project Management - The contractor shall identify a Project Manager (PM) who is responsible for this contract. The PM is responsible for the coordination of project activities and client contact

26.2 Supervision of Contractor Personnel - The Government shall not exercise any supervision or control over the contractor’s service providers in their performance of the services herein. Service providers shall be accountable solely to the contractor who, in turn is responsible to the Government.

26.3 Transportation - Contractor personnel shall provide their own transportation to and from assigned duties. Contractor local travel, in the Washington, DC area, shall not be reimbursed. Any other travel will be in accordance with the Federal Travel Regulation (FTR).

27.0 CONTRACT ADMINISTRATION DATA

27.1 CONTRACT MANAGEMENT

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

27.2 CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer (CO) will perform all contract administration. The CO is the only person with the authority to act as an agent of the U.S. Government under this contract and is the only person authorized to make or approve any changes in any of the requirements of this contract. Notwithstanding any provisions contained elsewhere in this task order contract, the said authority remains solely in the Contracting Officer.

In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. Only the CO has the authority to: (1) direct or negotiate any changes in the SOW or PWS; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this contract; or (5) otherwise change any terms and conditions of this contract.

Emily McLaughlin is the Contracting Officer (CO) for this task order. Communications pertaining to contract administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be effected without a Supplemental Agreement (contract modification) executed by the CO authorizing such changes.

The Contracting Officer’s contact information is:

Emily McLaughlin U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202-336-8549 E-mail: Emily.McLaughlin@opic.gov

27.3 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

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

TBD_________________ - Contracting Officer’s Representative U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202- E-mail:

The responsibilities and limitations of the COR are as follows:

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

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes, which affect the Contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the expressed prior authorization of the Contracting Officer.

The COR may designate assistant COR(s) to act for the COR by naming such assistant(s) in writing and transmitting a copy of such designation through the Contracting Officer to the

Contractor.

The COR for each BPA Task Order will be designated at the time the order is awarded.

27.4 PROCEDURES FOR INVOICING

Monthly invoices are required by the 5th day following every contract month.

The Federal Register, Page 52591,Volume 64, No. 188, dated September 29, 1999, requires that submitted invoices must include specific information in order for the Government to make payment. Additionally, the Overseas Private Investment Corporation has supplemented these requirements. Contractors may use Standard Form 1034 – Public Voucher for Purchases and Services Other than Personal (Part 53 of the Federal Acquisition Regulation under FAR 53-301-1034) or they may submit a company-generated voucher. However, no matter what type of voucher is submitted, it must contain the information described below.

It must be especially noted that in accordance with the requirements set forth in FAR Clause 52.232-7 – Payments under the Time and Materials and Labor Hour Contracts, all invoices/vouchers submitted for payment shall be accompanied by individual daily job timecards/sheets or other substantiation previously approved by the Contracting Officer. Vouchers/invoices received without the substantiating documents will be considered incomplete, and will be returned to the contractor without payment. Invoices shall be submitted monthly.

If the voucher/invoice is for services on a labor hour basis, the COR’s copy of the voucher/invoice must have copies of the timesheets or other substantiation attached, and must be clearly marked “COR’s Copy”.

The second set of the two sets of a voucher/invoice does not require that the timesheets or other substantiation be attached. However, it must be clearly marked “Original for Finance”. Both of these copies should be submitted to the COR. If there is no COR, submit to the Contracting Officer.

PROPER INVOICE INFORMATION

• Name and Address of Contractor

• Contact Name, Title and Telephone Number

• Government Contract Number and task order number, as applicable

• Date of the Invoice

• Invoice Number, Account Number, and/or any other identifying number agreed to by the contract (At a minimum there must be an invoice number

• Include the Actual date when services were performed or goods delivered

• Include the Period of Performance on all invoices

• Description – Including, for example, task order line/subline number, price, and quality of goods and services rendered.

• Discount terms

• Other substantiating documentation or information required by the contract.

INVOICE RECIPIENTS

Send invoice electronically to the Government Official receiving supplies/services.

27.5 TRAVEL REQUIREMENT

Travel by the Contractor is not anticipated under this BPA. Should the Government determine that travel is necessary, the required authorization for travel will be provided by the Contracting Officer, the appointed

COR.

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

i) Name of traveler;

ii) Dates of travel;

iii) Destination(s);

iv) Purpose of travel;

v) Estimated transportation costs;

vi) Estimated lodging expense;

vii) Estimated meals and incidental expenses; and

viii) Other expenses.

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

28.0 REGULATORY NOTICE

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

29.0 ACRONYMS

BPA- Blanket Purchase Agreement CO- Contracting Officer COR- Contracting Officer’s Representative FAR- Federal Acquisition Regulation FISMA-Federal Information Security Management Act of 2002 FTR- Federal Travel Regulations GFE- Government Furnished Equipment GFF- Government Furnished Facilities GFI- Government Furnished Information OCOI- Organizational Conflict of Interest OMB- Office of Management and Budget OPIC- Overseas Private Investment Corporation OPM- Office of Personnel Management PII- Personally Identifiable Information SBU- Sensitive but Unclassified SOW- Statement of Work TO- Task Orders

UNITED STATES OF AMERICA

OVERSEAS PRIVATE INVESTMENT CORPORATION

WASHINGTON, D.C. 20527

NONDISCLOSURE AGREEMENT FOR CONTRACTORS

(1) Disclosure of OPIC materials and information. I will not divulge OPIC materials and information for any purpose to any person other than an authorized person.

• “OPIC materials…