Solicitation_OPIC-18-R-0008.docx

SOLICITATION FOR FLSA-RELATED LITIGATION SUPPORT

SOLICITATION NUMBER OPIC-R-18-0008

Contents

B CONTRACT SERVICES AND PRICES

C PERFORMANCE WORK STATEMENT

D PACKAGING AND MARKING

E INSPECTION AND ACCEPTANCE

F DELIVERIES OR PERFORMANCE

G CONTRACT ADMINISTRATION DATA

H SPECIAL CONTRACT REQUIREMENTS

I CONTRACT CLAUSES

J LIST OF ATTACHEMENTS

K REPRESENTATIONS AND CERTIFICATIONS

L INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS

M METHOD OF EVALUATION, FACTORS AND BASIS FOR AWARD

B CONTRACT SERVICES AND PRICES

B.1 TYPE OF CONTRACT

This is a Time and Materials (T&M) type contract for services. The Contractor shall perform this contract in the most efficient manner possible. The Contractor is authorized to adjust the labor mix using the labor categories and labor rate authorized herein, provided the Contractor does not exceed the ceiling price/Not to Exceed (NTE) value of the contract.

B.2 PLACE OF PERFORMANCE

The place of performance will be at the contractor’s site, with deliverables to the Overseas Private Investment Corporation (OPIC) headquarters building, located at 1100 New York Avenue, NW, in Washington, D.C.

B.3 FUNDING (to be modified as applicable upon award)

The parties agree that the Government will incrementally fund this contract. The amount of funds presently available for payment to the Contractor for performance under this contract is $TBD. The Contractor shall not provide services that would result in exceeding this amount except at its own risk.

B.4 CONTRACT PRICE

In consideration of the Contractor’s full performance of the work required under this contract, OPIC will pay the Contractor a price Not-to-Exceed (NTE) $TBD during the period of performance. The Government will pay the Contractor only for work that the Contractor performs and the Government accepts.

The Contractor’s NTE price includes all direct and indirect costs and expenses, and all profits and fees, of the Contractor in performance of this contract.

B.5 PAYMENT SCHEDULE

Detailed monthly invoices of all legal fees and expenses shall be required, as well as a running comparison with the original quote. The Contractor shall submit invoices on a monthly basis beginning on the first day of the month that follows the first month of performance. Monthly invoices shall include all charges related to the previous month of performance. The Government will not pay the Contractor for work that the Contractor dies not perform.

B.6 CONTRACT LINE ITEM (CLIN) DESCRIPTION

CLINs 0001- LEGAL SERVICES

The following tables list the categories of labor applicable to this contract and the rates under the NTE price.

Issue

Total Fees Estimate: NTE $_____

CLINs 0002- OTHER DIRECT CHARGES

Out of Pocket Third Party Expenses Estimate: NTE $_____

Total Price: NTE $_____

[END OF SECTION B]

C PERFORMANCE WORK STATEMENT

C.1 BACKGROUND

OPIC, an agency of the United States of America, is requesting proposal for FLSA-related litigation support.

C.2 SCOPE OF WORK

C.3 SPECIFICATIONS

The Contractor shall furnish the necessary personnel, services, materials and equipment, except as otherwise specified, to perform the following specifications.

The contractor, TBD (the “Contractor”), will represent the Overseas Private Investment Corporation ("OPIC" or "Government") in connection with FLSA-related litigation (the “Matter”).

C.3.1 SPECIFIC TASKS

Counsel would be responsible for the following in connection with the Matter:

1. Represent OPIC in FLSA-related litigation, to include alternative dispute resolution if necessary.

C.4 PERFORMANCE REQUIREMENTS SUMMARY

C.5 PERFORMANCE EVALUATION CRITERIA

· Monitoring of the objectives and outcomes in Performance Requirements Summary table above will be accomplished by the designated OPIC Project Attorney. The OPIC Project Attorney will observe and participate in meetings and will verify that the contractor provides acceptable advice, work product and deliverables on time.

· All tasks are completed and deliverables are submitted on time according to agreed upon due dates in accordance with the Deliverables Schedule.

· All tasks and deliverables are completed / delivered in accordance with the respective performance standard identified in the Performance Requirements Summary.

· Technical content of written documents is acceptable to the Contracting Officer’s Representative (COR) and the OPIC project attorney.

C.6 GOVERNMENT-PROVIDED ACCESS AND RESOURCES

The Government will provide the following:

[END OF SECTION C]

D PACKAGING AND MARKING

D.1 PAYMENT OF POSTAGE AND FEES

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

D.2 MARKING DELIVERABLES

All information submitted to the Contracting Officer, the Contracting Officer’s Representative, or the person(s) designated to receive deliverables, shall clearly indicate the OPIC contract number.

[END OF SECTION D]

E INSPECTION AND ACCEPTANCE

Final inspection and acceptance of all work performed, reports, and other deliverables will be performed by the COR identified in Section G at the place of delivery. The Contracting Officer may delegate responsibility for review to other employees with appropriate expertise. Absence of any comments by the COR will not relieve the Contractor of the responsibility for complying with the requirements of the contract.

[END OF SECTION E]

F DELIVERIES OR PERFORMANCE

F.1 ANTICIPATED COMPLETION DATE

All matters related to this contract are estimated to be completed no later than 28 December 2018. Based on the non-severable scope of work, various events in this matter could create the need to extend the period of performance.

F.2 PLACE OF DELIVERY FOR WORK PRODUCTS AND DELIVERABLES

Services under this contract shall be delivered to:

cc to Contracting Officer’s Representative- Velma Brown U.S. Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, D.C. 20527 E-mails: Dev.Jagadesam@opic.gov and Velma.Brown@opic.gov

F.3 DELIVERABLE SCHEDULE

F.3.1 WORK PRODUCT AND DELIVERABLE ACCEPTANCE CRITERIA AND INSPECTION 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 by the OPIC Project Attorney and the COR as necessary

· Clarity - Work products and technical content shall be relevant and unambiguous, and shall adhere to accepted elements of style. Presentations, if any, shall be easy to understand and be relevant to the supporting narrative.

· Adherence to Requirements - All work products must satisfy the requirements of this performance work statement and must contribute to the overall success of the tasks.

· Format - Work products and deliverables shall be submitted in the format specified on the Deliverables section of the contract (if applicable), or as specified by the COR or the OPIC Project Attorney. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products in formats compatible with Microsoft 2000.

· Completeness - Work products and deliverables shall be comprehensive and entirely 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.

· Significant Deficiencies - Work products shall be free of significant deficiencies. Significant deficiencies are findings by reviewing officials of serious omissions, inaccuracies, noncompliance with legal requirements and standards, and failures to adhere to review protocols and accepted procedures. Examples of significant deficiencies include the following:

· Omission of required documents.

· Documents that do not conform to approved standards for content and format.

· Review packages that are not organized.

· Documents with material errors or inadequacies.

· Review packages without record of required reviews and approvals.

[END OF SECTION F]

G CONTRACT ADMINISTRATION DATA

G.1 CONTRACT MANAGEMENT

Notwithstanding the Contractor's management responsibilities 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.

G.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 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.

George Sullivan is the Contracting Officer (CO) for this contract. 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:

George Sullivan U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202-336-8495 E-mail: george.sullivan@opic.gov

G.2.1 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

Velma Brown is hereby designated as the 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:

U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 20527 Phone: 202-336-8437 E-mail: Velma.Brown@opic.gov

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 contract. These duties are performed in consultation with the OPIC Project Attorney.

(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.

G.3 ADDITIONAL PROCEDURES FOR INVOICING

All Invoices must include the following information:

A. Name and address of contractor.

B. Invoice Date.

C. OPIC Contract Number D. Line Item(s) being invoiced.

E. Any corrections to previous month’s charges for an applicable sub-part will be reported separately and clearly with a narrative.

F. Any information or documentation required by provision of the contract/order.

NOTE: Contractor payment/financial information is obtained through System for Award Management (SAM) Database. It is the contractor's responsibility to ensure that the SAM contains accurate payment information. Invoices paid late because of inaccurate SAM information are not subject to interest payments under the Prompt Payment Act.

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

OPIClegalinvoicesFar@opic.gov and OPIC Attorney: susan.nathan@opic.gov Each invoice must clearly indicate:

Project Number: 9000031488-DI Project Name: Abraaj Fund OPIC Project Attorney: Susan Nathan

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

Each Statement must indicate:

If more than one task was performed in a day, the time for all tasks may be combined into one time entry, but separately set out in the detailed list to note the proportion of the total time spent on each task included therein.

OPIC expects that the Contractor will maintain documentation evidencing all expenditures for out of pocket expenses incurred for OPIC review upon request.

If the Contractor is handling more than one OPIC contract at a time, separate invoices must be submitted. OPIC will not accept a single invoice covering multiple OPIC contracts.

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 time and materials and 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”.

The Contractor will be paid only for the types of disbursements, expenses and charges set forth in Attachment J-1, in an aggregate amount NTE $5,000 without prior written consent of the CO. In order to be reimbursed by OPIC hereunder for disbursements, expenses and charges that equal or exceed $75.00, in the aggregate for any given billing cycle, the Contractor must furnish OPIC with copies of all paid invoices, receipt or other itemized billing statements related thereto (each, an "Evidence of Payment").

G.4 TRAVEL REQUIREMENT

Should the Government determine that travel is necessary, the required authorization for travel will be provided by the appointed COR.

G.4.1 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.

G.4.2 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:

G.4.3 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.

G.4.4 TRAVEL SECURITY CONDITIONS AND REPORTING

a. The Contractor must remain vigilantly aware of security conditions while traveling for OPIC, and by entering into a contract, assumes full responsibility for the safety of its employees. Prior to commencing work, the Contractor must ensure that it has adequate procedures in place to advise its employees of situations or changed conditions that could adversely affect their security.

b. The Contractor acknowledges that security conditions are subject to change at any moment, that OPIC cannot guarantee the accuracy of any information that it may provide to the Contractor and that OPIC assumes no responsibility for the reliability of such information. The Contractor has sole responsibility for approving all travel plans for its employees. The Contractor is also responsible for immediately notifying OPIC and the U.S. Embassy American Citizen Services section in the event a U.S. citizen employee does not return from travel as expected or does not report to work.

c. LIFE SUPPORT AND SECURITY SERVICES. The Contractor is responsible for maintaining the security of its personnel, materials and equipment. All employees of the Contractor must meet the requirements of their work-site, which may include, but not limited to background checks, security/restricted area clearances, drug-free workplace, safety training and/or any other company safety and security requirements.

d. The Contractor shall report any security threats and/or incidents verbally / by telephone, immediately to the nearest United States Embassy.

e. Subsequently, a written report shall be submitted through the Contracting Officer’s Representative (COR) to the OPIC Office of Security, Continuity, and Emergency Preparedness. The Contractor shall develop a list of specific steps to track any potential/identified threats, which will be part of its overall security system.

G.4.5 SECURITY AND MEDICAL EVACUATION SERVICE COVERAGE

a. Contractors must provide medical evacuation service coverage to all U.S. citizen, U.S. resident alien, and Third Country National employees and their authorized dependents (hereinafter “individual”) while overseas under an OPIC-financed direct contract. OPIC will reimburse reasonable, allowable, and allocable costs for medical evacuation service coverage incurred under the contract. The Contracting Officer will determine the reasonableness, allowability, and allocability of the costs based on cost principles and cost accounting standards, if applicable.

b. Contractor must insert a clause similar to this clause in all subcontracts that require performance by contractor employees overseas.

[END OF SECTION G]

SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 "OPIC TEAM MEMBERS" OR KEY PERSONNEL

The Contractor agrees to assign the individuals listed below to this contract. However, OPIC also understands that the demands of this contract may require additional assistance, or a different combination of legal resources to accomplish its objectives while maximizing containment of fees and costs. Any staffing changes in the OPIC team members, or assignment of work to additional members of the Contractor, other than the initial OPIC team members described below, must be authorized in advance by the OPIC Project Attorney and confirmed in writing by the Contracting Officer. In addition, please be aware that OPIC will not pay for new or additional attorneys to “get up to speed,” or otherwise become familiar with this contract in the event of a staffing change due to personnel changes. The Contractor may be requested to demonstrate that the qualifications of the prospective personnel are equal to, or better than, the qualifications of the personnel being replaced.

OPIC TEAM MEMBERS

H.2 CONFLICTS

By accepting and agreeing to this Contract, the Contractor confirms that with respect to the Contract: (i) there are no conflicts of interest with present or former clients of the Contractor; and (ii) it will provide high quality services in a cost-effective manner and in accordance with the highest ethical standards.

Further, OPIC and the Contractor hereby confirm that the Contractor is subject to the understanding that individual Contractor lawyers and paralegals who represent OPIC in connection with the Contract will not during the course of this representation without OPIC’s prior consent represent clients in connection with projects for which such clients are seeking or are planning to seek OPIC financing or insurance. In the event that a lawyer or paralegal of the Contractor who has represented or is representing OPIC also represents a client which, subsequent to the commencement of such person’s representation, seeks or plans to seek OPIC financing or insurance for such client’s project, OPIC will consider in good faith any request by the Contractor to waive the applicable provisions of this paragraph. The Contractor will keep OPIC apprised of all material developments in the Contract, and any potential conflicts of interest that may arise with respect to the Contractor’s work in the Contract.

Nothing in this Contract shall constitute a waiver of otherwise applicable standards of professional responsibility that may restrict the Contractor or its lawyers and paralegals representing OPIC in connection with the Contract.

H.3 WARRANTY AGAINST DUAL COMPENSATION

The Contractor agrees that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of OPIC as wages, compensation, or gifts for acting in any capacity in connection with this contract.

H.4 PRECEDENCE OF CONFLICTING DOCUMENTS

The terms and conditions of this contract shall take precedence in the event of a conflict between this contract and any other documents.

H.5 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.

H.6 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.

H.7 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 of this contract.

H.8 SECURITY

The contractor shall 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.

[END OF SECTION H]

SECTION I - CONTRACT CLAUSES

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically as follows:

http://www.acquisition.gov/Far/

In the event that any clause contained herein is an outdated version of a newer clause incorporated into the FAR by the FAR council, it shall be understood and agreed to by the parties to this contract that the updated version of the clause shall supersede and replace the outdated clause, unless the newer clause became effective after the date of award.

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS, ALTERNATE I (MAY 2014)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (DEC 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] __ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (iv) Alternate III (Oct 2014) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (JUL 2014) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (34) 52.222-54, Employment Eligibility Verification (AUG 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-13.

__ (37)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (39)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

__ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

__ (41) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (42)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (44) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (51) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.13495).

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

__ (10) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (Executive Order 13658).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

(vi) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(vii) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212)

(viii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(ix) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(x) __(A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O 13627).

__(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O 13627).

(xi) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xiii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiv) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (Executive Order 13658).

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

52.204-1 APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of an authorized Contracting Officer assigned to the U.S. Overseas Private Investment Corporation, and shall not be binding until so approved.

(End of Clause)

52.233-2 SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer by obtaining written and dated acknowledgement of receipt from:

George Sullivan U.S. Overseas Private Investment Corporation 1100 New York Ave, NW Washington, D.C. 21527 Phone: 202-336-8495 E-mail: george.sullivan@opic.gov

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

(End of clause)

I.3 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).

[END OF SECTION I]

SECTION J - LIST OF ATTACHEMENTS

[END OF SECTION J]

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

K.1 SYSTEM FOR AWARD MANAGEMENT (SAM)

As directed by the Executive Office of the President, Office of Management and Budget Contractors are now required to complete and keep updated the representations and certifications via SAM at https://www.sam.gov/portal/public/SAM/.

K.2 52.212-3 Offeror Representations and Certifications-- Commercial Items (DEC 2014)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website accessed through http://www.acquisition.gov.

If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (p) of this provision.

(a) Definitions. As used in this provision— “Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

“Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

“Immediate owner” means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

“Inverted domestic corporation”, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Manufactured end product” means any end product in product and service codes (PSCs) 1000-9999, except—

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

“Place of manufacture” means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

“Restricted business operations” means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

“Sensitive technology”—

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

“Small disadvantaged business concern”, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned business concern” means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by…