Solicitation.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF 46

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

2016-51018A

RFP-CO201651191

Angela M. Williams 703-875-4357

1131PL 100

Same as Box 9

1131PL

Same as Box 9

U.S. Trade and Development Agency Arlington, VA 22209-3901 invoices@ustda.gov

Brazil Electricity Transmission and Distribution Definitional Mission

DUNS:

Cage Code:

GARTH A. HIBBERT

541690

$15M

08/05/2016

08/19/2016 4:00 P.M.

1131PL

U.S. Trade and Development Agency Office of Acquisition Management 1000 Wilson Blvd., Suite 1600 Arlington, VA 22209-3901

1131PL

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

TASK ORDER PRICES

001 Total Fixed Price Amount* 001a Labor Category 001b 001c

Labor Category Labor Category

002 Total Cost Reimbursables

*The Labor Categories above should be used to meet the requirements of the SOW. It is not intended to be limited to three nor does it suggests that three is the accurate number to fulfill the requirement.

SECTION C – CONTRACT CLAUSES

C.1 Clauses Incorporated By Reference

52.204-19 Incorporation by Reference of Reps and Certs DEC 2014

52.212-4 Contract Terms and Conditions -- Commercial Items MAY 2015

52.228-3 Worker’s Compensation Insurance Defense Base Act JUL 2014

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

C.2 Clauses Incorporated by Full-Text

52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive

Orders -- Commercial Items (JUN 2016)

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

Executive orders applicable to acquisitions of commercial items:

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

2015)

(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, 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 (Oct 2015) (41

U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_X_ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract

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

Brazil Electricity Transmission & Distribution Definitional Mission (DM) Solicitation No.: RFP-CO201651191

___ (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 (Oct 2015) (31 U.S.C.

6101 note).

___ (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 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)).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637

(d)(4)).

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

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

___ (iv) Alternate III (Oct 2015) of 52.219-9.

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

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

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-

Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Re-representation (Jul 2013)

(15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C.

637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned

Small Business Concerns Eligible Under the Women-Owned Small Business Program

(Dec 2015) (15 U.S.C. 637(m)).

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

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb

2016) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (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 (Feb 2016) (38 U.S.C. 4212).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

_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).

_X_ (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 (Oct 2015). (E. O. 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) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration

Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun

2014) (E.O.s 13423 and 13514

___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014)

(E.O.s 13423 and 13514).

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

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42

U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products

(Oct 2015) (E.O.s 13423 and 13514).

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

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while

Driving (Aug 2011) (E.O. 13513).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

___ (43) 25.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (46) (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.

___ (47) 52.225-5, Trade Agreements (Feb 2016) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

_X_ (48) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

___ (49) 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).

___ (50) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42

U.S.C. 5150).

___ (51) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(Nov 2007) (42 U.S.C. 5150).

___ (52) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)

(41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (53) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

X__ (54) 52.232-33, Payment by Electronic Funds Transfer— System for Award

Management (Jul 2013) (31 U.S.C. 3332).

___ (55) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management (Jul 2013) (31 U.S.C. 3332).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

___ (56) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (57) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (58) (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) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter

67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29

U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 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).

___ (5) 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).

___ (6) 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).

_X_ (7) 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).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O.

13658).

___ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May

2014) (42 U.S.C. 1792).

___ (10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C.

5112(p)(1)).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

(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 (Oct 2015) (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 $700,000 ($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 (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29

U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(ix) 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.

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

67).

(xi) _X__ (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22

U.S.C. chapter 78 and E.O. 13627).

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

13627).

(xii) 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.)

(xiii) 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)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvi) 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).

(xvii) 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.

(xviii) 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.

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

(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)

52.217-8 -- Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The

Contracting Officer may exercise the option by written notice to the Contractor within 15 days.

(End of Clause)

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 at this/these address(es):

www.farsite.hill.af.mil

(End of Clause)

Brazil Electricity Transmission & Distribution Definitional Mission (DM) Solicitation No.: RFP-CO201651191 http://www.farsite.hill.af.mil/

SECTION D – ANY CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1. STATEMENT OF WORK

“DEFINITIONAL MISSION” FOR ADVISORY AND ASSISTANCE SERVICES BY NON-

GOVERNMENTAL SOURCES FOR BRAZIL.

PROJECT TITLE: BRAZIL: ELECTRICITY TRANSMISSION AND DISTRIBUTION

PROJECT OPPORTUNITIES DEFINITIONAL MISSION

D.1.1. SCOPE OF WORK

The U.S. Trade and Development Agency (“USTDA”) requires services under this non-personal services Contract to support its decision-making relative to the funding of activities to support projects1 in Brazil.

USTDA has received several proposals for funding support for electricity transmission and distribution projects in Brazil. This Definitional Mission (DM) shall evaluate prospective USTDA funding opportunities received from prospective grantees. The Contractor shall assess the opportunities below and may also be requested to assess additional project opportunities that are similar in nature and scope to those listed below. Project opportunities are summarized as follows:

Cybersecurity Master Plan

Companhia Paranaense de Energia (Copel) is the largest energy generation, transmission and distribution company in the state of Paraná. The company is currently completing the expansion of its centralized energy generation and transmission system control center, which is expected to result in heightened amounts of data and increased exposure to cyberattacks. The company has requested USTDA technical assistance funding for a cybersecurity plan that would assess the company’s existing systems and identify suitable solutions to elevate the company’s protection against potential cyber attacks.

Synchrophasor and SCADA Data Processing and Automation

Copel Geração e Transmissão, S.A. has requested USTDA for a feasibility study that would assess options for a data analysis and processing system for its transmission network. Copel Geração e

Transmissão is the generation and transmission branch of the Paraná state energy company. To date, Copel Geração e Transmissão has installed synchrophasors at thirty-seven transmission substations. This proposed study would evaluate options for an operating system that could process

1 Activity is defined as the work that will be funded by USTDA. A USTDA Activity could include a Feasibility

Study, Technical Assistance, Reverse Trade Mission, Conference, Training or Workshop. Project is defined as the infrastructure development or goal, as defined by the Host Country that will require the importation of goods and services in order to be implemented. The USTDA Activity would help progress the Project to implementation. The

USTDA Activity would help promote the use of U.S. goods and services for the implementation of the Project.

Brazil Electricity Transmission & Distribution Definitional Mission (DM) and visualize data streams from the synchrophasor network along with Copel’s SCADA system data. The study would also access related automation technologies.

Transmission Substation Automation

Celg Geração e Transmissão S.A. (CELG GT), has requested USTDA funding support for a feasibility study that would evaluate automation technologies for CELG GT’s transmission substation network. CELG GT is the generation and transmission company in the state of Goiás.

The proposed study would assess the technical, economic and financial feasibility of implementing the automation technologies that would contribute to the company’s efforts to improve the reliability of its operations throughout the state.

Transmission Systems Automation and Cybersecurity Plan

Transmissora Aliança de Energia Elétrica S.A. (TAESA) has requested USTDA funding support for a feasibility study that would evaluate automation technologies for TAESA’s electricity transmission network. The study would also assess existing systems and develop a cybersecurity plan to further strengthen and protect TAESA’s network. TAESA is a private transmission company with several concessions operating in the northeast, southeast and center-west of Brazil.

The proposed study would assess the technical, economic and financial feasibility of the automation and cybersecurity plan.

Transmission Systems Automation/Syncrophasors/Control Center

The Companhia de Transmissão de Energia Elétrica Paulista (CTEEP) has requested USTDA funding support for a feasibility study that would provide a modernization plan for CTEEP’s electricity transmission network, including system automation, synchrophasors, and upgrades to the company’s control center. CTEEP’s main customers are other utility companies and it is credited for transporating 25% of the electricity that is produced throughout Brazil, and 60% of the energy consumed in the southeastern region. The proposed study would assess the technical, economic and financial feasibility of the modernization plan.

Advanced Distribution Management System and Distribution Automation

Elektro Electricidade e Serviços S.A. has requested USTDA funding support for a feasibility study that would assess the feasibility as well as develop the design and specifications for an Advanced

Distribution Management System (ADMS). The ADMS system would integrate and manage the company’s outage distribution system, distribution management system, and SCADA. Elektro is indirectly controlled by Iberdrola S.A., one of the world’s largest energy companies. The proposed study would assess the technical, economic and financial feasibility of the ADMS plan, as well as consider a distribution automation plan.

National Cybersecurity Plan for Electricity Transmission and Distribution

This technical assistance project would provide a national cybersecurity strategy for the Brazilian transmission and distribution sector. The project would focus on identifying cybersecurity threats

Brazil Electricity Transmission & Distribution Definitional Mission (DM) and provide analysis and recommendations on the identification, prevention, and response to cybersecurity breaches in the Brazilian power sector. Because of the highly interconnected nature of the power grid, this technical assistance project would evaluate cybsecurity needs for the

Brazilian transmission and distribution sector as a whole. The plan may also be utilized by individual companies to guide their cybersecurity strategies and investments. The grantee for this activity may be a Brazilian industry association that has a leadership role in the Brazilian energy sector, or alternatively, the activity may potentially be competed through USTDA’s Energy IDIQ mechanism. This element will be discussed with the COR at project kick-off.

USTDA requires the Contractor to provide a Final Report to USTDA, which shall:

1.1 assess and justify whether USTDA should provide funding for the proposed feasibility study, technical assistance, pilot project, or other activity(ies), hereinafter referred to as

“activity(ies)”;

1.2 assess any alternative activity(ies) which the Contractor sees as viable options for

USTDA consideration;

1.3 develop terms of reference and budgets for at least three activity(ies) for USTDA funding consideration (If Contractor is having difficulty meeting this requirement, the Contractor should discuss the findings of the mission with the Contracting Officer’s Representative

(COR);

1.4 demonstrate meaningful discussions with U.S. firms, as well as current and previous host country project sponsors/Grantees to evaluate the status of implementation for USTDA-supported projects that are sector-relevant to the Definitional Mission;

1.5 based on climate resilience screening results, provide details, including rationale, on whether (a) an in-depth analysis is recommended; (b) an in-depth analysis is not recommended; or (c) whether or not the climate resilience screening has indicated that a proposed project should not move forward; and

1.6 provide supporting analysis and recommendations on the above information and all the relevant issues.

The Contractor shall have the relevant technical and professional expertise to evaluate the above mentioned proposals, as well as experience developing Terms of Reference and budgets for feasibility studies and technical assistance, and experience with relevant financing mechanisms.

The Contractor shall have the capability to communicate with potential grantees in Portutuese.

This requirement may be met through interpreters. The Contractor or Interpreter shall be required to be proficient (i.e. speaking and reading) in Portuguese at the Advanced professional proficiency level (Level 4).

D.2. DELIVERABLES

The Contractor shall submit all deliverables under this Contract to the COR on or about April 1, 2017.

D.3. PERIOD OF PERFORMANCE

The Period of Performance for this Contract shall be one year from the date of the Contracting

Officer's signature on the Contract.

D.4. PLACE OF PERFORMANCE

The places of performance shall be at the Contractor’s facility with travel to Brazil.

D.5. DEFINITIONAL MISSION TIPS

The Contractor is encouraged to review the Definitional Mission tips on USTDA’s website via the following link to better understand USTDA’s expectations for this Definitional Mission:

http://www.ustda.gov/businessopps/dmproposaltips.asp

D.6. DELIVERY & PERFORMANCE REQUIREMENTS

D.6.1 KICK-OFF MEETING WITH THE USTDA REGIONAL OFFICE AND

PROGRAM EVALUATION OFFICE

Upon award, the Contractor shall be required to sign a Non-Disclosure Agreement to the extent that the work under this Contract requires that the Contractor be given access to confidential information or proprietary data from the Government or other companies. After signing the

Non-Disclosure Agreement, the Contractor shall contact USTDA’s COR to schedule a meeting to discuss details of the Contract assignment. Unless otherwise advised by the COR, this meeting will be held at USTDA’s office in Arlington, Virginia. The COR shall provide the

Contractor with names and addresses of the potential project sponsor(s), other pertinent entities to contact in the United States and overseas, and any other relevant details that may impact the design and/or evaluation of the proposed activities.

The Contractor shall meet with USTDA’s Program Evaluation Office to discuss the details of the Contract assignment, and specific requirements of sections 5.5, and the Definitional

Mission Final Report Section 6.7, and 6.8 of this Contract. This discussion can be held in conjunction with the meeting with the COR or independently.

D.6.2. PRE-VISIT REPORT

No less than one week prior to departure to the host country, the Contractor shall provide the

Contracting Officer (CO) and the COR a pre-visit written report containing (i) the proposed schedule or itinerary; (ii) preliminary strategies or findings on viability of the project(s); (iii) financing options; (iv) U.S. company interest in the project(s) and information about the sector

Brazil Electricity Transmission & Distribution Definitional Mission (DM) Solicitation No.: RFP-CO201651191 http://www.ustda.gov/businessopps/dmproposaltips.asp in the host country, in general; (v) summaries of proposed activity(ies) for USTDA’s funding consideration to support the project(s) identified; (vi) a list of contacts to be made during the visit; and (vii) a pre-visit checklist of issues, information and questions to be utilized during the visit. The Contractor shall include in the pre-visit report a preliminary version of Annex

VI (in Excel format), which will provide substantive comments on U.S. company interest in the project(s) and in the host country in general.

D.6.3. COMMUNICATION WITH U.S. EMBASSY/CONSULATE IN HOST

COUNTRY

USTDA will advise the U.S. Embassy and/or Consulate(s) in the host country of the

Contractor’s proposed travel itinerary no later than one week prior to departure and request that the Commercial and/or Economic Section(s) of the Embassy and/or Consulate(s) provide the Contractor with names and addresses of appropriate host country officials with whom to meet.

D.6.4. CONTRACTOR’S HOST COUNTRY TRAVEL

The Contractor shall travel to the host country to meet with relevant project officials and with the U.S. Embassy and/or Consulate(s). The Contractor shall contact the Commercial and/or

Economic Section(s) upon arrival and prior to departure for briefing and debriefing meetings.

It is the Contractor’s primary responsibility to arrange all meetings. The Commercial or

Economic Section staff may be able to assist the Contractor in arranging some initial meetings with host country officials. The Contractor is also responsible for arranging its own logistics for the visit. For example, hotel accommodations, transportation, and interpretation services.

In some instances the USTDA Contractor may find it useful to purchase the Gold Key or

Business Facilitation Services offered at the U.S. Embassy or Consulate. In some cases, the

Contractor may need to contract with a local entity to assist with trip logistics and/or for interpretation services. However, substantive technical work may not be subcontracted to local entities.

Contractor’s travel shall commence within 30 days of contract award, unless otherwise agreed to in writing by the COR.

D.6.5. ASSESS PROJECT VIABILITY

The Contractor shall hold meaningful discussions with appropriate contacts to determine how

USTDA’s funding can be used most effectively to support the implementation of the project(s) identified in the host country. The Contractor shall provide relevant information to potential project sponsors regarding USTDA’s evaluation criteria, timeline, and due diligence requirements. The Contractor shall gauge the interest of potential project financiers and potential U.S. suppliers and assess whether the proposed USTDA activity(ies) will help accomplish the project(s) goals. Further, the Contractor shall assess whether the proposed activity is justified and the project(s) is viable by:

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

Assessing the attractiveness to U.S. companies of the sector and the market under consideration in the host country. This assessment should include determination of U.S.

industry interest.

Identifying potential procurement of U.S. goods and services for project implementation, broken-down by categories and dollar values;

Analyzing the project risks and assessing the project’s financial viability, the priority of the project and the political/social/organizational support it has, potential sources of financing, and the capability and experience of the project sponsor. The analysis shall also include an assessment of the social and economic development impacts of the proposed project;

Conduct a climate resilience screening utilizing the guidelines in Annex IX.

Conducting a Life Cycle Cost Analysis (LCCA) for the project to examine the initial capital costs to plan, design, develop, and build the project as well as provide a detailed analysis of all long-term operation costs associated with maintaining the facilities, equipment, and other assets to be financed as part of the project. These long-term costs may include, but are not limited to, warranties, operation, maintenance, acquisition, installation, refurbishment, and potential disposal costs.

Determining whether the project is a priority for the host country and substantiating whether it has political/social/organizational support;

Validating and justifying the capability and experience of the project sponsor to implement the project and oversee the USTDA funded work;

Recommending how the USTDA activity will impact the project, and how USTDA’s impact can be measured and evaluated over five years. Specifically, determining how

USTDA could measure and confirm whether USTDA’s funding goals were met.

D.6.6. CONTRACTOR SECTOR ANALYSIS AND PAST USTDA PROJECT

ASSESSMENT

In accordance with Section 1.5 of the Statement of Work, the Contractor shall describe all meaningful discussions with current and previous host country project sponsors for projects that were profiled during the kick-off meeting with USTDA's program office. The Contractor shall report on the status of implementation for each project, any realized or anticipated U.S.

exports and developmental impact, and any other measurable success or relevant information.

D.6.7. CONTACTS

The Contractor shall submit a list of individuals contacted during the DM, with their addresses, phone and fax numbers, e-mail addresses, and a substantive summary of key comments that support the Contractor's recommendations. The list shall be submitted in Excel format according to the specifications outlined in Annex VI.

D.6.8. CONTRACTOR INTERIM STATUS REPORTING AND DELIVERABLES

The Contractor shall provide verbal updates to the COR on a regular basis. The deliverables may also take the form of information, advice, opinions, alternatives, analyses, evaluations, recommendations, interim and DM Final Reports, or other oral or written work products

Brazil Electricity Transmission & Distribution Definitional Mission (DM) needed for successful performance. The Contractor shall respond in a timely manner to reasonable requests for updates and information from the COR.

D.6.9. CONTRACTOR -- DEFINITIONAL MISSION INDIVIDUAL PROJECT

REPORTS

For each activity recommended for USTDA funding, the Contractor shall prepare an Individual

Project Report that contains the information required in Sections 7.1 through 7.15 and that addresses all the Definitional Mission requirements as described in this Statement of Work.

These reports shall be confidential. Each report will include a detailed funding recommendation including terms of reference and budget estimate, and confirm U.S. industry competitiveness and foreign competition for sources of supply and implementation of the project. If Contractor is having difficulty meeting this requirement, the Contractor should discuss the findings of the mission with the COR as soon as practicable.

In the event that the DM Contractor does not recommend a proposed activity for funding support by USTDA or that it is not competitive with other proposals under evaluation, the

DM Contractor shall identify the specific factors leading to this determination. The DM

Contractor’s feedback in the assessment may be used by USTDA to inform project sponsors of the areas for improvement in their proposals and/or technical factors that may make the proposed activity not suited for further consideration by USTDA. A summary of these findings shall be included as a Confidential Annex to the Final Report.

D.6.10. INDIVIDUAL PROJECT REPORT DRAFTS -- COR APPROVAL

The Contractor shall provide three Individual Project Reports for each recommended activity. The Contractor shall provide each report in draft form electronically to USTDA for COR review within ten (10) working days after completion of the overseas visit. The report should be clearly marked “Draft” on the cover. To the maximum extent practicable, the COR will provide feedback to the Contractor within 20 working days after receipt of the draft report.

D.6.11. INDIVIDUAL PROJECT REVISED REPORT DRAFTS – COR APPROVAL

Within five (5) working days after receiving the COR’s comments on the draft individual project reports, the Contractor shall submit revised copies for COR review. The Contractor is responsible for quality control actions necessary to achieve quality in the delivery of the required services. The COR will reject reports not conforming in all respects to the contract requirements. The Contractor shall correct all deficiencies at no additional cost to the

Government and shall revise the report as necessary until securing final COR approval.

D.6.12. INDIVIDUAL PROJECT FINAL REPORTS – COR APPROVAL

The Individual Project Final Reports shall incorporate all mutually agreed upon material and revisions. The reports shall include all supporting documentation. They shall be grammatically and factually correct in all respects, internally consistent, and all statements

Brazil Electricity Transmission & Distribution Definitional Mission (DM) and tables shall be clear and easily understood by a competent reader, and contain no typographical errors. Upon notification from the COR that the report is acceptable, the

Contractor shall submit one (1) electronic original to USTDA. Reports shall be submitted in Microsoft Word and Adobe PDF format, and project budgets shall be submitted in

Microsoft Excel. No hardcopy submissions are required.

D.7. DEFINITIONAL MISSION FINAL REPORT

The Contractor shall submit a DM Final Report that includes a complete description of the mission detailing the following: (1) Individual Project Reports for all projects reviewed during the course of the mission; and (2) summaries of all meetings held prior to and during the mission, including a list of all persons attending the meetings and their contact information.

The contractor shall submit a Public version and a Confidential version of the Final Report. The

Contractor shall treat any proposal and supporting information submitted by a U.S. company as business confidential in its entirety, unless otherwise stated in writing by the company. All business confidential information, including, where relevant, the Contractor’s recommendations, terms of reference and budgets for sole source projects shall be exclusively in a separate confidential attachment. The Contractor shall not include any business confidential information in the public version of Final Report and shall include the following confidentiality certification in the final invoice:

“I hereby certify that the Final Report contains no business confidential information.”

The report must be paginated, clearly labeled, and also submitted electronically in Microsoft Word and Adobe PDF format on a CD-ROM. The CD-ROM must be clearly labeled with the title of the definitional mission, date of submission, and project number so that the CD-ROM is easily identifiable. The Contractor shall also submit to the COR via e-mail one electronic copy of the

Microsoft Word version of the DM Final Report.

D.7.1 USTDA REPORT OBJECTIVES

D.7.1.1 The Contractor shall provide a Final Report to USTDA, which will:

assess the attractiveness to U.S. companies of the sector and the market under consideration in the host country;

assess and justify whether or not USTDA should provide funding for an activity to support the proposed project(s);

assess and justify any alternative or other activities which the Contractor sees as viable options for USTDA consideration; and provide recommendations for funding in a Final Report that analyzes all relevant issues.

If the Contractor recommends that USTDA fund the activity(ies) in a phased approach, and/or if any outstanding issues should be resolved or conditions met before funding is approved, those phases, issues and/or conditions should be clearly explained in the recommendation.

Brazil Electricity Transmission & Distribution Definitional Mission (DM)

D.7.1.2 Contractor recommendations shall be based upon USTDA funding criteria, which are that the project must:

represent an opportunity for the sale of U.S. goods and services that is many times greater than the proposed amount of USTDA funding;

represent an opportunity to positively impact the development of the host country in a measurable and definable way;

be likely to receive implementation financing;

have a procurement process that provides “equal access” to U.S. firms; and, be a priority of the host country project sponsor and country where the project is located.

D.8. EXECUTIVE SUMMARY

The Contractor shall submit an executive summary of the report’s findings and recommendations.

D.9. PROJECT DESCRIPTION

The Contractor shall submit a description and history of the project, including, among other things, host country project sponsor, sector, project location, source of raw materials, infrastructure requirements, proposed technological approach, legal and regulatory framework

(licenses, permits, etc.), implementation schedule, economic fundamentals (estimated capital cost, life cycle costs, expected revenues, etc.), and any other key variables or issues that the

Contractor deems critical as part of a thorough activity/project evaluation. The Contractor shall also provide a step-by-step detailed explanation of how the project will be implemented following the recommended USTDA-funded activity, and explain how the recommended

USTDA activity supports the project implementation process.

D.10. PROJECT SPONSOR’S CAPABILITIES AND COMMITMENT

The Contractor shall submit a description of the host country project sponsor’s authority and ability to receive and manage a USTDA grant. The Contractor also shall assess and describe the project sponsor’s business/government operations, and commitment and ability to implement the project. This should include a description of the project sponsor’s previous commitments, work with U.S. companies, overall responsiveness, business activities, and government mandate, if applicable.

D.11. IMPLEMENTATION FINANCING

The Contractor shall submit a review of the financing options for project implementation, including an assessment of the overall cost estimate of the project including the LCCA and, for projects involving potential U.S. equity investment, the project’s proposed debt-equity structure to ensure that it corresponds to the requirements of the prospective lenders (this aspect is critical to USTDA’s decision making). The Contractor shall analyze the proposed financing options and delineate which option represents the best value to the project sponsor and will

Brazil Electricity Transmission & Distribution Definitional Mission (DM) take into account quality and overall value when implementing the project. As part of this review, the Contractor is required to contact officials from the potential financing institutions, including, where appropriate, multilateral lending institutions, the U.S. Export-Import Bank

(Ex-Im), the Overseas Private Investment Corporation (OPIC), and private/commercial sources, to ensure that the project sponsors have adequately explored their financing options.

The Contractor shall provide names and contact information for contacts at the potential lending institutions and summarize their comments. The Contractor must determine the most likely source(s) of implementation financing and ensure that the terms of reference for any proposed activity fulfill the requirements of the most likely source(s), or suggest appropriate revisions to ensure that they do.

D.12. U.S. EXPORT POTENTIAL

The Contractor shall describe how procurements are typically conducted in the sector, by the project sponsor, in the country. The Contractor shall confirm whether there are local content requirements or procurement restrictions in this sector or for the project and whether a local provider/distributor will be involved in project implementation. The Contractor shall also list any import licensing requirements or permits needed by U.S. companies to participate and supply goods for the project. The Contractor shall also identify any U.S. companies already working with the project sponsor or working in the respective sector in the host country.

The Contractor shall submit a best estimate of the potential procurement of U.S. goods and services for project implementation. This estimate should be broken down by category and dollar value of goods and services likely to be imported for the project and a list of potential

U.S. suppliers of the goods and services listed that are likely to be sourced from the United

States.

A report of discussions with a reasonable number of U.S. companies that could be exporters, and their level of interest in the project, must also be included. In characterizing a given company’s interest, care should be taken to note not only the general interest in a sector or country, but also interest in the specific project and the candid opinion as to how competitive the company’s offerings would be were the project to reach the implementation stage. The

Contractor should be sensitive to disclosing information about the proposed USTDA activity, to ensure no one is given unfair advantage to compete for USTDA’s funding or the end project implementation. The Contractor shall submit a complete list of U.S. companies contacted, with the name and contact information of individuals interviewed and their responses for each

Project recommended for USTDA funding. If any U.S. company wishes to keep its contact information or the details of the interview confidential, the Contractor shall submit the required list of contacts with the interviewee’s comments in a confidential attachment at the end of the

DM Final Report clearly marked “Confidential”. Please reference Annex VII for an example of the list required for submission.

D.13. FOREIGN COMPETITION AND MARKET ENTRY ISSUES

The Contractor shall discuss the foreign competition for goods and services likely to be procured for project implementation by category, including a discussion of U.S. industry

Brazil Electricity Transmission & Distribution Definitional Mission…