5 - 95332424Q0002_FIDIC Legal Advisory Services.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

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/

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. 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

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.

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)

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

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

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8 (A)

NAICS:

SIZE STANDARD:

t

OGC-PR-24-0003

95332424Q0002

Davy, Astley B LOCAL TIME

12:00

541110

See Schedule

See Schedule

953324

953324

See Schedule

MCC-HQ

Millennium Challenge Corporation, Contracts and Grants Management Division, 1099 Fourteenth St NW, Suite 700 Washington, DC, 20005-3550, US

IBC-FIN

Interior Business Center, M/S D-2773, 7301 West Mansfield Avenue Lakewood, CO, 80235-2230, US

Regina E. Maxwell Digitally signed by Regina E. Maxwell Date: 2023.12.19 16:51:22 -05'00'

202-505-4583

STANDARD FORM 1449 (REV. 3/2005) 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

See Schedule

95332424Q0002

TABLE OF CONTENTS:

Listing of Incorporated Purchase Requisitions Section B - Supplies or Services and Prices/Costs Section C - Description/Specifications/Work Statement Section D - Packaging and Marking Section E - Inspection and Acceptance Terms Section F - Delivery or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses Section J - List of Documents, Exhibits, and other Attachments Section K - Representations, Certifications, and Other Statements of Offerors Section L - Instructions, Conditions and Notices to Offerors Section M - Evaluation Factors for Award

Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

OGC-PR-24-0003

Section B - Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 FIDIC Training HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

BASE PERIOD

TASK 1 - FIDIC TRAINING

Period of Performance:12 Months

Purchase Requisitions OGC-PR-24-0003

IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

0002 FIDIC Legal Advisory Services 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

BASE PERIOD

TASK 2 - Legal Advisory Services Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

0003 Other Direct Costs 1 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

1001 FIDIC Training HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

OPTION PERIOD 1

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP) Period of Performance:12 Months

Purchase Requisitions

Option: 1 Option Time Date: 3/27/25 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

1002 FIDIC Legal Advisory Services 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

OPTION PERIOD 1

TASK 2 - Legal Advisory Services Time-and-Materials (T&M) Period of Performance: 12 Months

Purchase Requisitions

Option: 1

Option Time Date: 3/27/25 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

1003 Other Direct Costs 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

Option: 1 Option Time Date: 3/27/25 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

2001 FIDIC Training HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

OPTION PERIOD 2

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP) Period of Performance: 12 Months

Purchase Requisitions

Option: 2 Option Time Date: 3/27/26 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

2002 FIDIC Legal Advisory Services 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

OPTION PERIOD 2

TASK 2 - Legal Advisory Services Time-and-Materials (T&M) Performance of Performance: 12 Months

Purchase Requisitions

Option: 2 Option Time Date: 3/27/26 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

2003 Other Direct Costs 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

Option: 2 Option Time Date: 3/27/26 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

3001 FIDIC Training HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

OPTION PERIOD 3

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP) Period of Performance:12 Months

Purchase Requisitions

Option: 3 Option Time Date: 3/27/27 Option Time Duration: 365 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

3002 FIDIC Legal Advisory Services 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

OPTION PERIOD 3

TASK 2 - Legal Advisory Services Time-and-Materials (T&M) Period of Performance: 12 Months

Purchase Requisitions

Option: 3 Option Time Date: 3/27/27 Option Time Duration: 365 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

3003 Other Direct Costs 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

Option: 3 Option Time Date: 3/27/27 Option Time Duration: 365 Option Time Units: Days IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

4001 FIDIC Training HRS Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

OPTION PERIOD 4

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP) Period of Performance: 12 Months

Purchase Requisitions

Option: 4 Option Time Date: 3/27/28 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

4002 FIDIC Legal Advisory Services 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

OPTION PERIOD 4

TASK 2 - Legal Advisory Services Legal Advisory Services Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

Option: 4 Option Time Date: 3/27/28 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL

NAICS Code: 541110 Offices of Lawyers

Item Number Base Item Number

Supplies/Services Quantity Unit

4003 Other Direct Costs 1 LT Contract Type:Time and Materials

Unit Price Other Direct Costs

Extended Price

Description:

Time-and-Materials (T&M) Period of Performance:12 Months

Purchase Requisitions

Option: 4 Option Time Date: 3/27/28 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

Clauses incorporated by reference

None

Clauses incorporated by full text

Section B

B.2. FAR 52.216-1 -- Type of Contract (APR 1984)

The Government contemplates award of a hybrid Firm-Fixed-Price (FFP) and Time-and-Materials (T&M) contract resulting from this solicitation.

B.3. Funding Type

This contract will be funded, at the time of award, with no-year Due Diligence funding. As such, funding obligated to this contract may be used during the life of the contract.

B.4. Limitation of Funds -- Incrementally Funded Contracts

In accordance with clause MCC 52.232-72, "Limitation of Funds -- Incrementally Funded Contracts," funds in the amount of [TBD] have been allotted to this contract. It is contemplated that funds now obligated under this contract will cover the work to be performed until [TBD]. If the contractor considers the funds obligated under this contract to be insufficient to cover the work to be performed until the date specified herein, or another date agreed to by the parties, the contractor shall notify the contracting officer in writing and indicate the date on which it expects expended funds to approximate 75 percent of the total amount obligated. The notice shall state the estimated amount of additional funds required to continue performance through the date for which incremental funds are provided.

The Contractor shall not perform work on the contract which exceeds the total amount actually allotted by the Government to the contract. The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract. The contractor assumes the risk for any increased costs beyond what the Government obligates.

B.5. Labor Rates and Other Direct Costs (ODCs)

Labor rates at the inception of a contract period will carry through as "fixed-price" without adjustment for the life of that contract period.

Hours by labor category and pricing under ODCs are estimates only and may be increased/decreased as necessary for successful completion of the contract requirements and as approved by the COR/PM. However, the contractor's expenditures at any given point shall not exceed the total obligated amount or the total ceiling price for this contract as specified below.

Using the template below, Offerors must include all proposed labor categories, fully-burdened hourly rates and Other Direct Costs (ODCs) for each contract period identified in B.1.

Base Period - Period of Performance TBD (est. 12 months) CLIN Description (1

&2) U/I Qty Rate Total

LABOR

0001 hr.

hr.

0002 lot lot

Total Labor Hours - -

Labor Sub-Total ODCs

0003 lot

ODC Sub-Total Total Estimated Value (Base Period)

Option Period I - Period of Performance TBD (est. 12 months) CLIN Description (1

&2) U/I Qty Rate Total

LABOR

1001 hr.

hr.

1002 lot lot

Total Labor Hours - -

Labor Sub-Total ODCs

1003 lot

ODC Sub-Total Total Estimated Value (Option Period I)

Option Period II - Period of Performance TBD (est. 12 months) CLIN Description (1

&2) U/I Qty Rate Total

LABOR

2001 hr.

hr.

2002 lot lot

Total Labor Hours - -

Labor Sub-Total ODCs

2003 lot

ODC Sub-Total Total Estimated Value (Option Period II)

Option Period III - Period of Performance TBD (est. 12 months) CLIN Description (1

&2) U/I Qty Rate Total

LABOR

3001 hr.

hr.

3002 lot lot

Total Labor Hours - -

Labor Sub-Total ODCs

3003 lot

ODC Sub-Total Total Estimated Value (Option Period III)

Option Period IV - Period of Performance TBD (est. 12 months) CLIN Description (1

&2) U/I Qty Rate Total

LABOR

4001 hr.

hr.

4002 lot lot

Total Labor Hours - -

Labor Sub-Total ODCs

4003 lot

ODC Sub-Total Total Estimated Value (Option Period IV)

Note (1) MCC anticipates a level of effort for Task 1 (Training) in the amount of 70 hours over the life of the contract (i.e., base and all option periods); and Task 2 (Legal Advisory Services) approximately 375 hours over the life of the contract (i.e., base and all option periods.) However, if you believe the level of effort estimates is inadequate, please advise during the Question and Answer period of the solicitation.

NOTE (2) Offerors may propose additional labor categories as appropriate. If a new labor category is proposed, a job description shall be included for that category. The proposed labor category must identify essential and non-essential tasks that are assigned to a specific position. It must also identify reporting relationships and shall also describe required qualifications, minimum requirements and desirable qualifications.

[END OF SECTION B]

Section C - Description/Specifications/Work Statement

Clauses incorporated by reference

None

Clauses incorporated by full text

SECTION C

INTRODUCTION

The Millennium Challenge Corporation (MCC) is a United States Government Corporation created pursuant to the Millennium Challenge Act of 2003, as amended (P.L. 108-199, and codified at 22 U.S.C. 7701, et seq.). MCC's mission is to reduce poverty through assistance designed to further economic growth in developing countries. MCC works only with those countries committed to strengthening good governance, encouraging economic freedom, and promoting investments in people. MCC requires FIDIC legal advisory services to support its program of development assistance.

MCC provides its assistance in the form of grants to countries selected by its Board of Directors as eligible to participate in one of two programs. The first is an MCC "compact" which are large, five-year grants for countries that pass MCC's eligibility criteria. The second is MCC's "threshold" program which are smaller grants awarded to countries that come close to passing MCC's eligibility criteria and are firmly committed to improving their policy performance. In addition, in 2018, the President signed the African Growth and Opportunity Act (AGOA) and MCA Modernization Act, which granted MCC new authority to enter into one concurrent compact with an existing compact partner, so long as one or both of the compacts is focused on regional economic integration, increased regional trade, or cross-border collaborations. For information about MCC's current portfolio and work, please refer to the MCC website www.mcc.gov.

Eligible countries propose assistance programs to build their own capacity for delivering solutions to their citizens. These programs have focused on policy, institutional and infrastructure improvements in such sectors as energy; agriculture and irrigation; transportation (e.g., roads, bridges, ports); water supply and sanitation; access to health care and education services; finance and enterprise development; anticorruption initiatives; and land rights and use.

BACKGROUND

MCC has adopted for use International Federation of Consulting Engineers (FIDIC) Conditions of Contract for MCC-funded large works and design-build and is contemplating adopting such conditions for small works for infrastructure projects. MCC's Office of the General Counsel (OGC) provides advice on the use of the FIDIC conditions of contract to both MCC staff and Millennium Challenge Account entities (MCAs) in our implementing-partner countries. More about MCC and the MCAs may be found at the MCC website, www.mcc.gov.

SCOPE

MCC's OGC requires legal advisory support services regarding the use of the FIDIC Conditions of Contract, the legal interpretation and application of those Conditions, and the best practices of FIDIC Employers in the context of MCC's and OGC's review, negotiation, and oversight of MCC-funded programs in eligible countries.

The Contractor shall provide advice and training to OGC and other MCC staff, and to MCA legal staff, in the legal use and interpretation of various forms of FIDIC Conditions of Contract, including but not limited to the Conditions of Contract for Construction (Red Book), Conditions of Contract for Plant and Design-Build (Yellow Book), and Short Form of Contract (Green Book) and in the best practices of FIDIC Employers. This advice and training should focus primarily on the Red and Yellow Books, and only focus on the Green Book to the degree that the Green Book possesses significant deviations from the legal terms concerning enforceability, variations or amendments, breach, termination, and dispute resolution, when compared to the Red Book.

The advice and training should also consider, examine, and advise on the application of MCC's Particular Conditions of Contract, as included in its Standard Bidding Documents (SBD) for Large Works and Design-Build, and any other contract utilizing the FIDIC form that may be included on the MCC website.

TASKS

Task 1 - The Contractor shall:

Develop and deliver specialized legal training in the different clauses of both the Red Book and Yellow Book FIDIC Contracts. The training is expected to cover courses in the practical use of the FIDIC Conditions of Contract and in the management of contract claims and disputes under FIDIC 1999 contracts. Additionally, the course should review the legal elements of contract management and administrative disciplines under FIDIC 1999 contracts. The Contractor shall be able to tie the material into the MCC standard bidding documents (SBD) and Particular Conditions of Contract, which can be found on the MCC website. In so doing, the Contractor should focus on the SBD for Consulting Services to assist MCC in ensuring that the Engineer performs as required to ensure on-time and within budget completion of a works or project under the applicable FIDIC contract. The training should also be tailored to address the facts and circumstances under which MCC implements its programs and uses the FIDIC contracts. In preparation for this training, the Contractor should consult with MCC OGC on the types of contracts, countries, disputes, and related issues in the use of these contracts to tailor the training to address practical issues related to MCC OGC's work.

The Contractor shall provide a combined 1 to 2-day training, 10-14 hours total in-length, as proposed by the Contractor and agreed with MCC, with an operating assumption of such training being delivered as often as once per year. Alternatively, such training may be delivered in smaller segments adding up to 10-14 hours within a year. This shall cover four core topics, i.e. (a) Practical Use of the Conditions of Contract; (b) Legal Interpretation of the Terms and Conditions; (c) Management of Contract Claims and Disputes, including rights and remedies, and (d) Contract Management and Administration, with a focus on managing the contractor and engineer to ensure that the works or project are completed on time and within budget. Additional topics for review and discussion include:

• Rights and authority for an Employer to call on the advance payment guarantee, the performance guarantee, and the retention.

• The obligation of an Employer to provide notice before using the retention funds.

• How to resolve issues that may arise if the parties don't insert a place for arbitration.

• When to amend a contract versus use of a variation order.

• The availability of a no-cost extension.

• Relying on the Conditions of Contract, how to respond to a non-performing contractor to achieve a timely and satisfactory contract completion.

• Termination for Cause versus Termination for Convenience, and how to manage such to ensure a satisfactory result.

• Governing Lea: Mandatory provisions, relevant court decisions, key issues/conflicts arising between

FIDIC provisions and various governing law regimes.

The course should focus on the legal elements of how such terms may be interpreted or enforced either by a dispute adjudication board, arbitrator, or courts of law where MCC operates or may operate, including interpretation in both common law and civil code jurisdictions. At the end of the course MCC's OGC should have increased comfort in interpreting and applying the aforementioned Conditions of Contract with respect to implementing MCC's programs of assistance.

The training shall be delivered through a combination of lecture format and exercises requiring participation by attendees, as well as question and answer sessions with OGC. The instruction will be delivered in English.

Task 2 - Provide follow up legal support advisory services to MCC OGC inquiring about the preparation of contracts for tender or regarding contract claims, disputes, rights, remedies and other administrative claims and issues related to use of these Conditions of Contract, on an as-needed basis. The contractor shall provide continuing legal advisory services and assistance to OGC in support of MCC's program of assistance to eligible countries selected in accordance with MCC's authorizing legislation. Legal consulting services shall be provided in response to long-term and short-term task assignments.

(End of SECTION C)

Section D - Packaging and Marking

Clauses incorporated by reference

Clauses incorporated by full text

SECTION D

D.1. Training Materials

All training materials for any and all classes provided by this contractor shall be e-mailed to the COR at MCC in final form no later than 5 business days prior to scheduled training.

Section E - Inspection and Acceptance Terms

Supplies/Services will be inspected/accepted at:

Line Number Inspect At Inspect By Accept At

Clauses incorporated by reference

None

Clauses incorporated by full text

SECTION E

Inspection and acceptance shall be in accordance with the terms of FAR 52.212-4/Alternate I, Contract Terms and Conditions

- Commercial Items. In addition, the following terms apply:

E.1. Inspection of Reports

MCC only accepts full submittals, not partial submittals; submittals must be in full accordance with the Contractor's approved methodology and QA/QC plan.

E.2. Quality Control Plan

The contractor shall have in place and maintain a Quality Assurance/Quality Control Plan (QA/QC) that covers, as a minimum, how the contractor intends to meet the requirements of all performance objectives, monitor and proactively manage contract requirements. It shall also include the mechanism by which MCC will be notified of performance-related incidents that are likely to affect quality of service.

Section F - Delivery or Performance

Line Item: 0001

Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/24 3/26/25 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON DC

US 20005

Line Item: 0002 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/24 3/26/25

Line Item: 0003 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/24 3/26/25

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 1001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/25 3/26/26

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 1002 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/25 3/26/26

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 1003 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/25 3/26/26

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 2001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/26 3/26/27

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 2002 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/26 3/26/27

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 2003 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/26 3/26/27

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 3001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/27 3/26/28

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 3002 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/27 3/26/28

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 3003 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/27 3/26/28

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 4001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/28 3/26/29

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Line Item: 4002 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/28 3/26/29

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division

Washington DC

US 20005-3550

Line Item: 4003 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

3/27/28 3/26/29

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division Washington DC

US 20005-3550

Clauses incorporated by reference

None

Clauses incorporated by full text

SECTION F

F.1 MCC TECHNICAL DIRECTION

(a) Performance of the work under this contract is subject to the written technical direction of the Contracting Officer Representative (COR), and any Government Project Monitors, (PM), who shall be specifically appointed, and responsibilities identified, by the Contracting Officer in writing in accordance with MCC policy. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract.

(b) The COR/Government PM does not have the authority to, and shall not, issue any instruction purporting to be technical direction that -

(1) Constitutes an assignment of additional work outside the statement of work;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract/Contract cost, the fixed fee (if any), or the time required for contract/Contract performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract/Contract; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract/Contract.

(c) Technical direction may be oral or in writing; however, the COR or government PM shall confirm oral direction in writing within five workdays.

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR or PM in the manner prescribed by this clause and within the COR's/PM's authority. If, in the Contractor's opinion, any instruction or direction by the COR/PM falls within any of the categories defined in paragraph (b) of this clause, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 workdays after receiving it (either orally or in writing, whichever comes first) and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract/Contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is -

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract/Contract and does not constitute a change under the changes clause of the contract/Contract, and that the Contractor should proceed promptly with its performance.

(e) A failure of the contractor and Contracting Officer to agree that the instruction or direction is both within the requirements of the contract/Contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(f) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR/PM shall be at the Contractor's risk.

F.2. Deliverables

The Contractor shall provide all course materials prepared and submitted in accordance with the "Statement of Work" or as requested in a technical directive. Unless otherwise stated, drafts will be reviewed and accepted or concerns raised, comments provided within two weeks of receipt. The Contractor shall appropriately address MCC's concerns and provide final deliverables within one week of receiving the MCC response unless otherwise stated in the contract. Training materials delivered electronically. Offers/Proposals shall not include costs for photocopying or the preparation of materials to be distributed for training or advisory services, as MCC may facilitate the preparation and distribution of such.

All reports to MCC shall be submitted in English. The language requirements will be specified in each Technical Directive.

Deliverables will be considered "draft" upon initial receipt.

F.3. Acceptance Criteria

Deliverables will be evaluated according to the following criteria:

• Thoroughness and timeliness in complying with all of the elements in the tasks specified.

• Quality and clarity of analyses and work produced.

• Timeliness and efficacy of communications with relevant counterparts at MCC, MCA and other relevant organizations.

• All reports are to be submitted in English in electronic format (in MS Word), with tables, data and calculations in MS Excel.

F.4. Period of Performance

All work will be completed within a 12-month Base Period (through four 12-month Option Periods) Options may be exercised at the discretion of MCC.

PERIOD PERFORMANCE

Base Period 3/27/2024 - 3/26/2025

Option Period I 3/27/2025 - 3/26/2026

Option Period II 3/27/2026 - 3/26/2027 Option Period III 3/27/2027 - 3/26/2028 Option Period IV 3/27/2028 - 3/26/2029

F.5. Place of Performance

The Contractor will primarily perform work at their business location, in accordance with the Contractor's System for Award Management (SAM) registration. Travel may be required to and from Washington, DC offices for presentation of training.

(End of SECTION F)

Section G - Contract Administration Data

Requesting Office Address

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division 1099 Fourteenth St NW, Suite 700 Washington DC 20005-3550 Phone: Fax:

Contact Details:

Property Administration Office Address

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division 1099 Fourteenth St NW, Suite 700 Washington DC 20005-3550 Phone: Fax:

Contact Details:

COR Office Address

MCC-HQ

Millennium Challenge Corporation Contracts and Grants Management Division 1099 Fourteenth St NW, Suite 700 Washington DC 20005-3550 Phone: Fax:

Contact Details:

Issuing Office Address

MCC-HQ

Millennium Challenge Corporation

Contracts and Grants Management Division 1099 Fourteenth St NW, Suite 700 Washington DC 20005-3550 Phone: Fax:

Contact Details:

Davy, Astley B davyab@mcc.gov

Payment Office Address

IBC-FIN

Interior Business Center M/S D-2773 7301 West Mansfield Avenue Lakewood CO 80235-2230 Phone: Fax:

Contact Details:

Clauses incorporated by reference

None

Clauses incorporated by full text

SECTION G

G.1. MCC 52.201-70 - Contracting Officer's Representative (COR) and/or Project Monitor (PM) (JUL 2012)

(a) The Contracting Officer may designate a Government representative to act as the Contracting Officer's Representative (COR) or Project Monitor (PM) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the COR and/or PM and the Contractor. The designation letters will set forth the authorities and limitations of the COR and/or PM under the contract.

(b) Modifications to this contract are effective only if reduced to writing and executed by the Contracting Officer. The Contractor is specifically prohibited from performing any work that is outside the scope of this contract without the approval of the Contracting Officer. The Contracting Officer cannot authorize the COR or any other representative to sign documents (i.e., contracts, contract modifications, etc.) that require the signature of the Contracting Officer.

(End of Clause)

G.2. MCC 52.232-70 Invoice Instructions (May 2017)

Invoices shall be paid in accordance with the Prompt Payment Act, thirty days (30) following receipt of a proper invoice. The Contractor shall submit each invoice electronically via email or fax to the following:

Fax: 303.969.5151/7281 ATTN: MCC Payments, or Email: MCC_Accounting_IBCDENVER@ibc.doi.gov, or

As an alternative to electronic submission of invoices, one copy of each invoice may be submitted to the following address:

Interior Business Center

M/S D-2773 7301 West Mansfield Avenue

Lakewood, CO 80235-2230

If it is determined that the amount billed is incorrect, the invoice may be revised by the Government, or the contractor may be required to submit a revised invoice.

To constitute a proper invoice, each invoice must include the following information and/or attached documentation:

(1) Name, address and telephone of the Contractor

(2) Date of invoice and invoice number

(3) Contract number (including task order or call number and contract line item(s)) also modification number, if applicable

(4) Description (quantity, unit of measure, unit price, and extended price) of the supplies/services rendered (including hours incurred and billing rate, as applicable to the contract)

(5) A schedule depicting the following information:

Amount Invoiced This Period

Cumulative Amount Invoiced

Authorized Value of Contract

Balance Remaining on Contract

If the contractor is billing for costs incurred over more than a single month, the costs for each month in which the costs were incurred and shall be segregated into the month they were actually incurred.

(6) Name of Contracting Officer's Representative (COR); and

(7) Signature of authorized representative of the firm with the following invoice certification:

"The undersigned hereby certifies to the best of my knowledge and belief that: the sum claimed under this contract is proper and due, and all the costs of contract performance have been paid, or to the extent allowed under the applicable payment clause, will be paid by the Contractor when due in the ordinary course of business; the work reflected by these costs has been performed, and amounts involved are consistent with the requirements of this Contract.

BY: ________________________________________________________

TITLE: _____________________________________________________

DATE: _____________________________________________________

Inquiries regarding the status of invoices may be directed to NBC Accounting. The email address is:

MCC_Accounting_IBCDENVER@ibc.doi.gov.

(End of Clause)

G.3. MCC 52.232-72 Limitation of Funds - Incrementally Funded Contracts

LIMITATION OF FUNDS - INCREMENTALLY FUNDED CONTRACTS (NOV 2006)

(a) Of the total price in Section B (or the "Prices" section), only the amount stated on the contract award document or subsequent modifications is now available for payment and obligated under this contract. It is anticipated that from time to time, additional funds will be obligated under the contract until the total price of the contract is obligated.

(b) The Government is not obligated to pay or reimburse the contractor more than the amount obligated pursuant to this clause. The contractor agrees to perform the contract up to the point at which the total amount paid and payable by the Government (including amounts payable for subcontracts and settlement costs if this contract is terminated for convenience) approximates but does not exceed the total amount obligated.

(c)(1) If the contractor considers the funds obligated under this contract to be insufficient to cover the work to be performed until the date specified in Section B, or another date agreed to by the parties, the contractor shall notify the contracting officer in writing and indicate the date on which it expects expended funds to approximate 75 percent of the total amount obligated.

The notice shall state the estimated amount of additional funds required to continue performance through the date for which incremental funds is provided.

(2) If, after notification is provided pursuant to paragraph (c)(1) of this clause, additional funds are not obligated, or an earlier date than the date in Section B of this clause is not agreed to, the contractor shall not be obligated to continue performance under this contract (including actions under the termination clause of this contract) beyond the funds obligated for contract performance.

(d) When additional funds are obligated from time to time for continued performance of this contract, the contract shall be modified to increase the funds obligated and to indicate the period of performance for which funds are applicable. The contractor may notify the contracting officer as provided in paragraph (c)(1) of this clause regarding any additional funds obligated.

(e) This clause shall become inoperative upon obligation of funds sufficient to cover the full price stated in the contract, except for rights and obligations then existing under this clause.

(f) Nothing in this clause shall affect the Government's right to terminate the contract for convenience or default.

G.4. MCC 52.232-73 -- Travel Reimbursement (May 2017)

Policy. When authorized as part of the Scope of Work on this contract/order and within the contract/order ceiling and as approved by the Contracting Officer's Representative (COR) and/or other MCC officials as described below, travel expenses incurred in performance of technical directives issued under this contractor/order may be reimbursed as allowed by the Federal Travel Regulations (FTR) in effect at the time of travel. MCC's supplemental policy interpretations are derived from the FTR and cannot grant additional benefits or adjust processes defined in the FTR. Supplemental policies of MCC set forth below:

a) Traveler Responsibilities. All contractor travelers must:

1) Exercise the same care in incurring expenses that a prudent person would exercise if traveling on personal business;

2) Travel in accordance with the FTR and the MCC policies included in this document; and

3) Pay any charges or fees associated with non-compliance of FTR or any MCC policies included in this document, and any expenses incurred for personal convenience. For example, the traveler may become personally responsible for travel costs associated with unauthorized use of other than coach class accommodations, failing to follow the Fly American Act requirements, exceeding per diem rates, changing departure or return flights, purchasing unapproved items, etc. regardless of the fact that travel arrangements may have been booked by others (e.g., Travel Agency).

b) Cabin Class Standards

1) The standard cabin class for contractor air-travel is coach class, regardless of destination or travel time.

2) Coach "premium" class may be authorized for destinations which have a travel time of more than 14 hours, consistent with the Federal Travel Regulations and the approval standards outlined in paragraph (f) of this document.

3) Business class travel accommodations will NOT be authorized except as determined through the approval process outlined in paragraph (f) of this document. This approval process is considered to be exceptional, to be part of a trip by trip analysis, and at the discretion of the government regardless of the destination or travel time.

c) Airlines and Flights. In accordance with the Fly America Act, contractors must use a U.S. flag air carrier service for all travel funded by the government beginning or ending in the U.S. unless a specific exemption to the "Fly America" rule applies. Flights on U.S. air carrier pairings with foreign carriers (i.e., code share flights) are regarded as meeting Fly America requirements if the ticket is issued on the American carrier and there is an American carrier flight number.

d) Limitations. Travel reimbursement, which is part of ODC, shall not exceed the authorized ODC amount on the contract.

To be reimbursable, the travel expenses must be:

1) Allowable under the FTR and the provisions of this contract/order and associated technical directives;

2) Approved prior to travel expenditure by the COR; and

3) Allocable and necessary for performance of this contract/order and associated technical directives.

e) Reimbursement Requests. Travel reimbursement requests must be submitted in sufficient time for the COR to give prior approval, and must identify:

1) The name of the traveler.

2) Destination (s) including itinerary.

3) Purpose of the travel; and

4) Cost breakdown.

5) To be reimbursed, invoices including travel expenses must provide a detailed breakdown of the actual expenditures invoiced. Contractor shall maintain the original or legible copy of receipts for all travel expenses invoiced when the expenditure is $75.00 or more. MCC reserves the right to request evidence of any travel expense paid.

f) Approvals. All travel expenses, including rental cars, must be approved by the MCC COR in writing in advance of booking any travel and incurring travel expenses. The following expense types require additional MCC pre-approvals beyond that of the COR. These additional approvals and associated justifications will be documented in writing:

1) Business class - Business class travel is considered to be exceptional, to be determined as part of a trip by trip analysis, and at the discretion of the government regardless of the destination or travel time. To reflect the exceptional nature of this approval, the justification for use of business class must be prepared by the COR and approved in writing by the relevant Managing Director or Deputy Vice President of the organization requesting the contractor to travel. The single exception to requiring this justification and approval for every trip in question is when a State Department approved medical accommodation has been granted. In this case, the approval of the COR and the Contracting Officer only is required after verifying that the medical accommodation is effective for the trip in question and that sufficient funds are available. All justifications must verify that the contractor is required to report for duty the following day or sooner, that the travel time for the trip is at least 14 hours, and that a rest stop will not be taken en route. For audit purposes, all justifications and approvals to this effect must be retained by the COR and the contractor until contract closeout at which point all documentation must be provided to the Contracting Officer for incorporation in the contract file. Below are possible justifications supporting these exceptional requests:

A) Medical accommodation - MCC has engaged the services of the U.S. Department of Health & Human Services (HHS), Federal Occupational Health Service (FOH), and Medical Employability Program (MEP) for medical accommodations due to disability adjudication. Requests for, and HHS determinations on, medical accommodations for business class travel will be confidential, with only MCC's Travel Office receiving copies of the request and the MED/DP determination. Contractor travelers requesting medical accommodations based upon disability must complete the steps below. Forms are available from the MCC COR and/or PM.

1) Contractor traveler completes the Medical Employability Case Transmittal Form, A127523-S192701-W190333.

Form can be faxed to (301) 492-4783 or e-mailed to medical.employability@foh.hhs.gov with a copy to the MCC Travel Office at mccmedical@mcc.gov.

2) Contractor traveler forwards Physician a copy of the Medical Accommodation Physician's form, which the physician completes, dates, and signs. Once signed, the traveler OR their physician e-mails a scanned .pdf attachment to HHS at medical.employability@foh.hhs.gov. Alternatively, it can be faxed Attn: Medical Employability Program (301) 492-4783.

3) Once both forms have been completed and sent, HHS makes a medical determination based on the information provided by the traveler and the traveler's physician on the HHS/FOH/EMP forms. FOH will send a letter to the POC listed on the transmittal form with recommendations. MCC will not approve any business class accommodations beyond normal MCC guidelines unless the traveler has completed the medical accommodation paperwork and received a positive response from FOH/MEP.

4) Contractor must note that the process can take several weeks and will depend on how quickly HHS/FOH/MED receives the information (including communication with treating physicians).

B) Sanitation/Health - Coach Accommodations on an authorized/approved foreign air carrier do not provide adequate sanitation or health standards.

C) Savings - Flying in non-coach status would involve significant cost savings to MCC when compared to the lowest price non-refundable or restricted coach class fare.

D) Availability - No space is available in coach-class accommodations in time to accomplish the mission, which is urgent and cannot be postponed. (Note: this justification should not be used based on the lack of advanced planning by the contractor or the COR).

E) Security - Exceptional security circumstances require other than coach-class airline accommodations.

F) Mission critical agency requirement - circumstances in which a critical agency priority or project will incur delay or degradation without the intervention of a contractor and that intervention urgently requires other than coach class ticketing.

2) Coach "premium" class - coach "premium" class must be approved by the COR, subject to the availability of funds on the contract/order, and:

A) The origin and/or destination are OCONUS; and

B) The scheduled flight time including non-overnight stopovers and change of planes, is in excess of 14 hours. Scheduled flight time is the flight time between the originating departure point and the ultimate arrival point including scheduled non-overnight time spent at airports during plane changes. Scheduled non-overnight time does not include time spent at the originating or ultimate arrival airports. And;

C) The contractor is required to report to duty the following day or sooner; and

D) The contractor does not take a rest stop en route or a rest period upon arrival at the duty site.

3) Rest Stops - must be approved by the COR and cannot exceed 24 hours.

NOTE: Travelers may upgrade flight accommodations at their own expense or through the use of frequent flyer miles if the coach airfare is upgradeable at no extra…