Copy of CHIPS - Programmatic Legal Support Services - Responses to Solicitation Questions v.3.xlsx

XLSX spreadsheet 17 KB Posted Jan 26, 2023

Attached to: CHIPS Programmatic Legal Services
Solicitation number: 1333ND23RNB130001
Issued by: Department of Commerce National Institute of Standards and Technology

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File	Type	Posted
1333ND23RNB130001_01262023.pdf	PDF	Jan 26, 2023
1333ND23RNB130001.pdf	PDF	Jan 17, 2023
Section J - Attachment_1 - IDIQ Price Template - CHIPS Programmatic Legal Services.xlsx	XLSX spreadsheet	Jan 17, 2023
Section J - Attachment_4 - Price Template - CHIPS Programmatic Legal Services Task Orders 1 and 2.xlsx	XLSX spreadsheet	Jan 17, 2023
1333ND23RNB130001.pdf	PDF	Jan 12, 2023

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Sheet1

No.	Question	Gov't Response
1	Is there currently an incumbent or past incumbent for "CHIPS Programmatic Legal Service Notice ID 1333ND23RNB130001?	No, there is no incumbent or past incumbent for this requirement. This requirement is a new requirement.
2	I have a follow up question (hopefully I'm asking it correctly), is there a particular dollar amount for the full-service award contract that the federal government will not exceed? In other words, what's the maximum amount the government will spend over the 5 years for this procurement?	The amount of all orders awarded against all contracts awarded shall not exceed $9,900,000.00. See Solicitation, Section B.1, p. 9.
3	With respect to the above-referenced solicitation, are offerors required to submit proposals for both Task Order # 1 and Task Order # 2 as part of their overall proposal?	Offerors are required to submit proposals for Task Order #1 and Task Order #2 at the time of submission for the overall proposal. The Solicitation contains instructions as to what should be included in each Task Order proposal. See Solicitation, Section L.2, pp. 70-72. The Government intends to use a best value tradeoff process to award multiple contracts to responsible Offeror(s) whose proposals represent the best value to the Government. The Government will then evaluate the Task Order #1 and Task Order #2 proposals of those Offerors determined to represent the best value for the IDIQ contracts to determine the awardee(s) of Task Order #1 and Task Order #2. The Government intends to award the initial Task Orders simultaneous with the award of the contract(s).
4	Please clarify which sections need to be filled in the standard form 1449?	Offerors shall complete boxes 17a, 30a, 30b, and 30c on p. 1 of the Standard Form 1449. In addition, Offerors shall complete the Schedule on pp. 3-5 of the solicitation by identifying the hourly rate for each labor category/line item for the base period and each option period. The rates identified on pp. 3-5 shall match the rates the Offeror submits on Attachment #1 - IDIQ Price Template as part of its Volume II - Business/Pricing Proposal.
5	Page 71 of 79 - Volume II – Business/Pricing Proposal. The text underneath reads “The Offeror shall submit the following as part of Volume III” with further reference to Volume III in the next paragraph. Is there a Volume III or is it supposed to be II?	There is not a Volume III. The text on page 71 should read, "The Offeror shall submit the following as part of Volume II:" The change has been made to the revised solicitation dated 01262023.
6	Section J – Attachment_1 – Client Lead and Corporate Partner have an asterisk (*) with no further reference. Was this meant to indicate something?	The asterisks denote that the Client Lead/Project Finance Partner and the Corporate Partner are considered Core Team members under the contract.
7	Can you please clarify the distinction in the role of the Client Lead/Project Finance Partner versus the Lead Corporate Partner?	The Offeror's primary point of contact for this contract is the "Client Lead/Project Finance Partner." The Client Lead/Project Finance Partner must have extensive experience in project finance transactions (i.e., lending or other transactions involving limited or no legal recourse to parties other than the immediate recipient of funding). The "Lead Corporate Partner" must have extensive experience in general corporate law, including without limitation formation and governance matters, mergers and acquisitions, debt and equity securities offerings and corporate secured and unsecured lending.
8	Would this contract be considered a “High or Moderate Risk Contract” in relation to the security requirements of section 1352.237-70 on page 31?	Yes, the contract is considered a Moderate Risk Contract such that the requirements of CAR 1353.237-70 apply. The contract is designated as a Moderate Risk Contract as the work requires access to sensitive information (including information protected under the Privacy Act or Title 13 of the U.S. Code).
9	Will outside counsel firms be expected to (or need to) retain any subcontractor to perform the work? Or will subcontracting be required only on a need basis for local law and/or specialty areas of law advice as it arises during the representation? We note incorporation of FAR 52.219-9, but would appreciate clarification.	Per the Statement of Work, the Government expects the services to be provided in a seamless and integrated manner and is not dictating how Offerors propose to provide the services. In accordance with FAR 19.708, FAR 52.219-9, Small Business Subcontracting Plan, is to be inserted in solicitation and contracts expected to exceed $750,000.
10	Aside from providing legal advice, will any IP, patent, and/or copyright issues be involved in scope of work under the contract? We ask the Department to strike the references to IP indemnity language (including incorporation by references). We note that ordinarily outside counsel will not provide or use IP, patent and/or copyrights to or of the Department as part of its scope of work, rather it will only provide legal advice.	The Government has reviewed the applicability of FAR 52.227-3, Patent Indemnity, and agrees that the clause it not applicable as the services to be performed under the contract are commercial services. The clause has been removed from the revised solicitation (SF1449) dated 01262023.
11	Will the Department agree that we can act for clients adverse to it in matters wholly unrelated to this representation and the CHIPS Program in general without having to request a specific written waiver each time? (See page 71)	The Government's Conflict of Interest/Non-Disclosure Agreement clause does not envision contractors would have to submit a mitigation plan related to the representation of clients adverse to the Department in matters wholly unrelated to this representation and the CHIPS program in general. Please note that these clauses do not address any responsibility regarding conflicts of interest that may apply to either the firm or individual attorneys based on applicable bar rules or firm policy.
12	Will the Department agree that non-core team members, e.g., lawyers who provide advice on specific areas of law and discrete matters (e.g., real estate, regulatory, intellectual property) or junior lawyers may represent clients adverse to the Department on matters related to the CHIPS Program, so long as they are not also part of the team representing the Department on the same matter?	No. To the extent the contractor determines that anyone performing services under the contract presents a potential, actual, or apparent conflict of interest, per the Government's Conflict of Interest/Non-Disclosure Agreement clause, the contractor is required to disclose the representation and submit an appropriate mitigation plan for the Contracting Officer's approval. In evaluating mitigation plans, the Government intends to take into account the degree of the individual's involvement in either matter (e.g., nature of work performed, amount of work performed, level/type of work performed, etc.)
13	Is this contract considered a “Responsibility” matter? (pages 34 and 52)	Offerors are required to fill out and submit the certifications identified in FAR 52.209-5, Certification Regarding Responsibility Matters, on p. 52 of the solicitation.
14	Can you please confirm that the only FAR clauses that are incorporated into the Contract by reference pursuant to Section I.30 are those preceded by “XX”, and outside counsel will not be required to comply with other FAR listed (i.e., those that are not preceded by “XX” in Section I.30?	All FAR clauses identified in FAR 52.212-5(a) are applicable to the solicitation and resultant contracts. For FAR clauses in FAR 52.212-5(b) and FAR 52.212-5(c), applicable clauses are identified by the contracting officer having marked "XX" before the clause. FAR 52.212-5(d) is not applicable because FAR 52.215-2, Audit and Records-Negotiation is in the solicitation. FAR 52.212-5(e) is applicable and, to the extent any clauses identified therein are applicable, identifies the requirement to flow down the clauses.
15	Relatedly, can you please confirm that, to the extent not covered by the representations that are currently applicable to a contractor as part of their annual SAM questionnaire, outside counsel will only need to cover such additional representations in Section K.5 that relate to FAR clauses incorporated into the Contract?	Offerors shall complete the entirety of representations and certifications in FAR 52.212-3, Offeror Representations and Certifications - Commercial Products and Commercial Services (Oct 2022) based on the information contained throughout the clause. For example, if a specific paragraph provides that the certification only applies if a certain clause is included and such clause is not included, the offeror does not need to complete that certification. See e.g., FAR 52.212-3(f), which states that "applies only if the clause at Federal Acquisition Regulation 52.225-1, Buy American-Supplies, is included in this solicitation."
16	Aside from the minimum experience requirements for “lead” partners and associates/counsel, is there a breakdown of years of experience that we need to use to distinguish among senior, mid-level and junior attorneys? Or is it up to each offeror to provide the breakdown?	The following is stated on p. 13 of the Solicitation: The Government anticipates that the client lead/project finance partner will have at least 10 years of relevant experience.

The Government anticipates that the lead corporate partner will have at least 10 years of relevant experience.

The Government anticipates that the lead senior associate or lead counsel will have at least 7 years of relevant experience.

The Government anticipates that the lead mid-level associate will have at least 5 years of relevant experience.

17	Is it possible to further breakdown the labor categories to provide more flexible hourly rates to the Department? We believe this would provide higher value for dollar to the Department, also allowing us to staff matters in the most efficient way?	No, the Government is not going to provide a further breakdown of the labor categories.
18	In RFP Attachments #3 and #4: Statement of Work, CHIPS Programmatic Legal Services – Task Orders #1 and #2, Section IV Deliverables (on pages 45 and 49 of the RFP), the Department of Commerce provides Deliverables timetables for each Task Order. Do these timetables specify deadlines for the Firm to produce first drafts of the relevant documents or final drafts?	The deadlines set forth in Task Order #1 and Task Order #2 are deadlines for final drafts.
19	Is it acceptable to the Department of Commerce for a representative of [firm] to sign the Non-Disclosure and Conflict of Interest Agreement on behalf of all [firm] personnel instead of providing signed copies for each individual? Separately, we do not think it is appropriate for individual team members to provide direct indemnities in favor of DOC and would request this requirement be deleted. Any indemnity, if applicable, should be provided by the firm.	Each individual providing services under the Solicitation is required to sign the Non-disclosure and Conflict of Interest Agreement. The text of that Agreement will be amended to reflect that individuals are not required to provide direct indemnities in favor of the Government. The information has been added to the revised solicitation (SF1449) dated 01262023.
20	In Section K: Representations, Certifications and Other Statements of Offerors, is it necessary to fill out sections K.2 – K.4 even if our Annual Representations and Certifications are completed and up-to-date on SAM?	Yes, all Offerors must fill out and submit sections K.2 through K.4 even if annual representations and certifications are completed and up-to-date on SAM.gov.
21	Under Section L: Instructions, Conditions and Notices – Volume I: Technical Proposal – 3. Task Order #1 – Staffing Plan and 4. Task Order #2 – Staffing Plan, we are required to “describe our experience” in connection with the “task order SOW requirements.” To fulfill this requirement, is it necessary to provide experience matter lists with the same information required for the descriptive experience list required in Volume I: Technical Proposal – 1. Firm and Core Team Member Experience (e.g., name and type of client, firm role, practice area, size, location, and industry, etc.)? Or is a more general narrative/experience list sufficient?	"Volume I: Technical Proposal -- 1. Firm and Core Team Member Experience" refers to experience relevant to the entirety of the Scope of Work set forth in the Solicitation. Descriptions of experience in connection with the "task order SOW requirements" seeks descriptions of experience relevant to Task Order #1 and Task Order #2. As indicated in the response immediately below, to the extent there is overlap in your responses in connection with the Task Orders, Offerors may cross-reference to the information provided for the Solicitation as a whole.
22	For the matters we put forward under Section L: Instructions, Conditions and Notices – Volume I: Technical Proposal – 3. Task Order #1 – Staffing Plan and 4. Task Order #2 – Staffing Plan to demonstrate our firm’s experience with each Task Order’s respective Scope of Work need to be different from the general descriptive experience list we put forward to respond to Technical Proposal: Section 1 - Firm and Core Team Member Experience?	To the extent the same type of firm and core team member experience is applicable to the overall IDIQ contract (Section 1) and either or both of the Task Order Staffing Plans (Sections 3 and 4), Offerors may cross-reference the information in the earlier Section of its proposal. Otherwise, an Offeror may provide different or more detailed examples of how its experience relates to the specific work of each Task Order.
23	Are the Section K – Representations, Warranties and Other Statements of Offeror to be incorporated in any portion of an offeror’s response? If so, in what portion?	Offerors shall submit the Section K, Representations, Warranties, and Other Statements of Offeror as part of its Volume II -Business/Pricing Proposal. The change has been made to the revised solicitation (SF1449) dated 01262023.
24	Will a pre-submission conference be held to better familiarize the proposed offerors with the project, the timing, the status, recent developments and any other information helpful to better understand the requirements of the RFP?	Yes, a pre-proposal conference will be held. The public posting has been updated to identify the date and time of the pre-proposal conference.

File details come from the government source that posted it. Updated Jan 26, 2023.