U.S. AGENCY FOR GLOBAL MEDIA August 10, 2020 Mr. Nathaniel Kretchun Open Technology Fund 2101 Street NW Suite Washington, DC 20037 Nat@OpenTech.Fund Dear Mr. Kretchun: I hope that the U.S. Agency for Global Media (USAGM) and the Open Technology Fund (OTF), as OTF remains a grantee of USAGM, will enjoy a productive relationship moving forward as we share a commitment to advancing internet freedom. To avoid confusion, I have addressed this letter to you, as you are the listed point of contact in the USAGM and OTF grant agreement. I have copied Laura Cunningham and counsel pursuant to previous requests as a courtesy to OTF. As previously clari?ed, I am not litigation counsel for USAGM. The U.S. Department of Justice serves as litigation counsel for USAGM. My communications with OTF are strictly non-litigation related. To be clear, no litigation-related matters should be addressed to or sent to me, but rather all litigation related matters should be sent directly and exclusively to The matters discussed in this letter concern the prOper execution of the grant agreement (FAIN: 0T0 1-20GO-00001) and legitimate security-, compliance-, and risk-related concerns. As you may know, CEO Pack released a statement last week that informed members of Congress and others of a top-down review of serious security issues, which were brought to light through assessments by other federal agencies including the Of?ce of Personnel Management and the Of?ce of the Director of National Intelligence The systemic, severe, and fundamental security failures detailed by these assessments involve USAGM's grantees. These ?ndings have been corroborated by both internal and external findings. We expect all grantees, including OTF, to cooperate with USAGM to ensure compliance with our legitimate safety, U.S. national security, and other nonlitigation related compliance concerns. This compliance includes but is not limited to inspection and interview rights under the grant agreement. While I understand that inspection of the space and questions regarding security and personnel may have concerned OTF, these interviews and questions are necessary to ensure US. national security imperatives are met. requests to interview personnel should not be unreasonably delayed any further. Our reasonable request for inspection of the OTF space was delayed for nearly two weeks until OTF decided that it was in its own interest to comply with the grant agreement. USAGM cannot allow for further delay of reasonable interview requests of OTF employees, which USAGM will conduct and arrange. ln USAGM's last written communication with OTF prior to this letter, our agency requested a list of all personnel with their contact information in order for USAGM to arrange these interviews. Our right to interview personnel is explicitly af?rmed in the grant agreement. OTF has yet to provide the requested information so that interviews can be conducted pr0perly. This request was made more than 20 days ago on Iuly 21, 2020. In furtherance of the rights and obligations under the grant agreement, USAGM now has several requests for information, to which OTF is obligated to respond. Article lV.c.2. requires OTF to provide ?such information to USAGM as may be reasonably requested by USAGM in the format and within the timeframe so requested by USAGM in the format and within the timeframe so requested.? In accordance with Article lV.c.2., USAGM formally requests that you provide the requested information enumerated below in writing no later than 5pm on August 12th 2020. 1. Personnel. The names and contact information of all employees, contractors, interns, fellows, and anyone else receiving a stipend or salary, including a list of everyone who has physical access to the OTF space, as required under Article (which speci?cally states "To ensure the continuous cooperative planning and operations hereunder, the Non-Federal Entity shall permit USAGM or its authorized representatives, including the Inspector General, to visit the Non-Federal Entity?s facilities and to inspect the facilities, activities and work pertinent to the grant, both in the United States and abroad, and to interview personnel engaged in the performance of the grant to the extent deemed necessary by 2. Projects. A detailed written schedule of all of the efforts and the projects funded with the grant funds, as required under Article Nb. 3. Notice of Government Communications Using Grant Funds. Notice of all Congressional and Executive branch outreach OTF plans to undertake with the use of grant funds as well as a list of any communication and outreach activities that have not been previously reported, as required under Article [which requires OTF to provide USAGM with "advance notice of any Congressional and Executive Branch communications and outreach activities undertaken with the use of Grant funds"). 4. Notice of Other Government Communications. A list of all Congressional and Executive Branch communications that have been made to date, whether or not with 10. use of grant funds, as well as any other contacts at USAGM who received advanced notice or were provided any knowledge of that communication whether before, during, or after the communication occurred, as required under Article lV.c.2. Agreements. A copy of every contract, grant agreement, and obligation that OTF has executed to date with every organization, entity, or person to which OTF disburses funds or provides material support, accompanied by a detailed description of the work done by that organization, entity, or person and any deliverables they have accomplished, and a list of any other US federal agencies or grantees that provide additional funding to these same organizations, entities, or persons, as required under Article lV.c.2., and in preparation for annual performance review of OTF under Article Xll.f. Con?icts of Interest. A disclosure list that identi?es all possible con?ict of interests, including details on any personal connection?including but not limited to family members, friends, partners, former employers or employees of any OTF personnel?to any entity or person who receives funds from OTF, and the names, details on what money they have received to date from OTF, what money OTF plans to distribute, and what conflict-of-interest determination OTF made if applicable, as required under Article lV.c.2. In addition, please provide a list of all outside earned income for each of?cer, employee, intern, fellow, and affiliate of OTF. Certi?cation of No Lobbying. An update of the certi?cation that no grant funds have been used for lobbying, as required under Attachment of the grant agreement. Reports. The reports for January, February, March, April, May, and June, including a Federal Financial Report and Statement of Obligations and Disbursements (SODD, for each month, of obligations and cash disbursements in US. dollars with the level of detail described in Article Vl.a.3., as well as details about each disbursement and obligation of funds from OTF including name of the grantee, vendor, contractor, or other obligation category, amount disbursed, date[s) disbursed, whether a background and security vetting was done on the entity or person receiving money, the date of the background or security check was conducted, and any planned future disbursements to that entity or person, as required under Article Vl.b.1. Safeguards. The annual update and report of the findings on the safeguards to minimize the use of Work supported with these grant funds for illicit purposes to the greatest extent possible (?the Safeguards"), including a review of the risks and benefits of all supported Work in relationship to the Safeguards, as required under Article Vl.b.2. Personnel Vacancies. A report listing personnel vacancies as of the end of each quarter, organized by division and including the Position Title, Grade Level, Annual Salary, Date Vacant, and Expected Hire Date, as required under Article Vl.b.4. 11. 12. 13. 14. 15. 16. 17. Af?liated Personnel. A list of all personnel af?liated with OTF, whether each person serves as an of?cer, employee, fellow, intern or other af?liate, including the person's name, title, date of appointment to that title, security-clearance level, what background check was done, if any, and by whom, salary, and previous employment history prior to work with OTF, as required under Article lV.c.2. Security Background Investigations. A list of all OTF personnel who has received a background check or been granted a security clearance, including details of who conducted the background check or security clearance and when it was conducted, in accordance with Article X.a. Equipment Inventory. An annual inventory of all equipment, as required under Article Vl.b.5. Cost Overages. A list of all costs that exceed 10% of the total budget, in accordance with Article Vl.d. [which states that ?the Non-Federal Entity may not transfer Grant Funds among direct costs if the cumulative amount of such transfers exceeds, or is expected to exceed 10 percent of the total budget in the Approved Financial Plan unless otherwise approved by and any contracts or grants in excess of $350,000 or leases over $200,000, in accordance with Article We. (which requires 5 days? advance notice to USAGM for contracts or grants in excess of $350,000 or leases over $200,000). Compensation. A list of all salary or compensation provided to each person compensated by OTF since ?rst provided funds to that person and what the person?s comparable rate or position under Title 5 of the US. Code as required under Article Vll.f.1. Security Audits. The comprehensive security audit for each technology and organization OTF supports, as required under Article Vll.h. [which states that "In accordance with Continuing Appropriations Act, 2019, Division of P.L. 115- 245 [September 28, 2018), the Non-Federal Entity shall only support technologies that undergo comprehensive security audits consistent with the standards established by the Bureau of Democracy, Human Rights, and Labor, Department of State to ensure that such technology is secure and has not been compromised in a manner detrimental to the interest of the United States or to individuals and organizations bene?ting from programs supported by such funds"). Outside Funding. A list of all outside funding that OTF has acquired to date to match U.S. government funding, how this funding was provided, by whom, and with what funds this additional funding was acquired, as required under Article lX.a. (which notes the outside funding acceptance and use policy as well as "a recurring provision of USAGM's annual appropriation provides that "funds made available pursuant to this section INTERN ET shall be matched, to the maximum extent practicable, by sources other than the United States Government, including from the private sector. See, section 7050(a) of the Further Consolidated Appropriations Act, 202 18. Headquarters. reasoning on why its current of?ce space on Street meets the standards set out In Attachment of the grant agreement (namely, that the location ensure economy, operational effectiveness, and accountability) and why OTF moved from the space it previously occupied in RFA's Street of?ces. As these are reports, items, and information OTF should have readily available, these requests for information should be provided to USAGM no later than 5pm August 12th, 2020. If you have any questions regarding these requests or other questions that are nonlitigation related, please contact directly me at mnamdarkhan@usagm.gov. Sincerely, was c/Mm Mora Namdar, Esq Senior Advisor to the CEO Acting Vice President for Legal, Compliance, and Risk US Agency for Global Media cc: Gupta/Wessler Law Firm cc: Laura Cunningham