USAID_7200AA25R00040_Legal Service Request for Proposals (Amendment 001) tracked changes.docx

USAID #7200AA25R00040

Subject: Request for Proposals (RFP) Number 7200AA25R00040 for Legal Services

Dear Prospective Offerors:

The United States Agency for International Development (USAID) is soliciting proposals from qualified offerors to provide legal services in support of the Office of the General Counsel (OGC), as described in this Request for Proposals (RFP). This acquisition is being conducted under Full-and-Open Competition pursuant to FAR Part 6, and in accordance with FAR Part 12 (Acquisition of Commercial Products and Commercial Services), FAR Part 13 (Simplified Acquisition Procedures) and FAR Part 15 (Contracting by Negotiation), as supplemented by the Agency for International Development Acquisition Regulation (AIDAR). The applicable NAICS code is 541110 (Offices of Lawyers). The authorized geographic code for this procurement is 937.

The Government anticipates awarding a single Time-and-Materials (T&M) contract pursuant to FAR 16.601. The contract is anticipated to have a period of performance of up to five years, with a two-year base period and three (3) one-year option periods. The total estimated ceiling for performance of work under this RFP is $3,000,000, inclusive of Travel and Other Direct Costs, and is subject to the availability of funds and Agency approvals.

Responses to this RFP must follow all instructions and include the information outlined in Section L of this solicitation. Failure to follow or submit requested documentation may result in an Offeror being deemed non-compliant. Proposals(s) will be evaluated based on the criteria described in the Section M of this solicitation. This contract is anticipated to be awarded based on initial offers; however, the Government reserves the right to hold discussions.

Offerors that intend to submit a proposal may submit a request for access to the Automated Directives System (ADS) file by emailing Masood Khan at maskhan@usaid.gov and Shannon White-Benson at shwhite@usaid.gov.

Proposals must be submitted electronically to the address listed in Section L and received no later than the closing date and time indicated above. Late or incomplete submissions will not be considered, except as authorized in writing by the Contracting Officer.

Please ensure that your company’s registration in the System for Award Management (www.sam.gov) is current and up to date. All questions, as well as submission of quotations in response to this RFQ, must be submitted electronically no later than the deadlines noted above to Masood Khan at maskhan@usaid.gov and Shannon White-Benson at shwhite@usaid.gov. No questions will be accepted after the date and time specified above. Any amendments to this solicitation will be issued through www.sam.gov. Offerors are responsible for monitoring the website to ensure receipt of updates.

Issuance of this RFP does not constitute an award commitment on the part of the Government, nor does it commit the Government to pay any costs incurred in the preparation or submission of a proposal. Further, the Government reserves the right to reject any offer, if such action is in the best interest of the government. Award is subject to the availability of funds and final USAID internal approvals.

Thank you for your interest in working with USAID.

Sincerely, Shannon White-Benson Supervisory Contracting Officer Office of Acquisition & Assistance (OAA)

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 AUTHORITY

This contract is entered into pursuant to the Federal Acquisition Regulation (FAR) Part 15.

B.2 PURPOSE

The purpose is to engage licensed attorneys to support USAID’s Office of General Counsel (OGC) in federal employment law matters, including administrative claims, grievances, and general legal advisory services.

B.3 CONTRACT TYPE AND SERVICES

This is a Time-and-Materials (T&M) contract in accordance with FAR 16.601. The Contractor shall perform the services described in Sections C (Statement of Work) and F (Deliveries or Performance), and must meet all performance standards specified therein.

B.4 CONTRACT CEILING AND OBLIGATED AMOUNT

1. The Ceiling Price for the performance of the work required hereunder for the Base Period is $ TBD.

2. The Ceiling Price for the performance of the work required hereunder for the Option Period 1 is $ TBD.

3. The Ceiling Price for the performance of the work required hereunder for the Option Period 2 is $ TBD.

4. The Ceiling Price for the performance of the work required hereunder for the Option Period 3 is $ TBD.

5. The Total Ceiling Price for the Base Period and Option Periods, if exercised, is $ TBD.

6. The amount currently obligated and available for reimbursement of allowable costs incurred by the Contractor for performance hereunder is $TBD. The Contractor shall not exceed the aforesaid obligated amount.

7. Funds obligated hereunder are anticipated to be sufficient through TBD.

B.5 LEVEL OF EFFORT

The Offeror’s loaded (fully burdened rates) hourly labor rates must apply to all labor (prime and Sub-Contractor(s)) under this requirement. The level of effort for the Base period and Option Period, if exercised, are as follow:

It will be the Contractor’s responsibility to ensure that the Contracting Officer’s Representative (COR) adjustment to the workdays ordered for each functional position do not result in costs which exceed the ceiling price of the order. Under no circumstance shall the COR’s adjustment authorize the Contractor to be paid any sum in excess of the ceiling price of the contract.

The number of hours for any labor category may be used in any other labor category, subject to the prior written approval and direction of the Contracting Officer’s Representative (COR). Once the level of effort or the total ceiling has been fully expended, this requirement, if awarded, will be complete.

B.5.1 Base Period (Year 1-2: TBD 2025 to TBD 2027):

Level 1 - Junior Level Attorney/Associate

Level 2 - Mid Level Attorney/Associate

Level 3 – Senior Attorney/Associate

Level 1 – Junior Level Paralegal

Level 2 – Mid Level Paralegal

Level 3 – Senior Level Paralegal

Note: The Contractor will not be paid any sum in excess of the ceiling price

B.5.2 Option Period 1 (Year 3: TBD 2027 to TBD 2028):

Level 1 - Junior Level Attorney/Associate

Level 2 - Mid Level Attorney/Associate

Level 3 – Senior Attorney/Associate

Level 1 – Junior Level Paralegal

Level 2 – Mid Level Paralegal

Level 3 – Senior Level Paralegal

Note: The Contractor will not be paid any sum in excess of the ceiling price

B.5.3 Option Period 2 (Year 4: TBD 2028 to TBD 2029):

Level 1 - Junior Level Attorney/Associate

Level 2 - Mid Level Attorney/Associate

Level 3 – Senior Attorney/Associate

Level 1 – Junior Level Paralegal

Level 2 – Mid Level Paralegal

Level 3 – Senior Level Paralegal

Note: The Contractor will not be paid any sum in excess of the ceiling price

B.5.4 Option Period 3 (Year 5: TBD 2029 to TBD 2030):

Level 1 - Junior Level Attorney/Associate

Level 2 - Mid Level Attorney/Associate

Level 3 – Senior Attorney/Associate

Level 1 – Junior Level Paralegal

Level 2 – Mid Level Paralegal

Level 3 – Senior Level Paralegal

Note: The Contractor will not be paid any sum in excess of the ceiling price

B.6 OTHER DIRECT COSTS –TRAVEL (Airfare, Per-Diem & Transportation Costs)

a) Local travel, commuting costs or the relocation of Contractor personnel from other geographic areas for the purpose of staffing a project will not be subject to Government reimbursement. The Government will not pay charges for travel to and from the Contractor's home to a Government office or to/from one company or Sub-Contractor's building to another.

b) All travel shall be in compliance with the provisions of the Federal Travel Regulations (FTR) 301.10.121, Federal Acquisition Regulation Subpart 31.205-46, USAID Travel Policy, and shall not exceed the allowable per diem, lodging, and incidental expense rates prescribed by the U.S. General Services Administration (GSA) for federal employees. The Federal Travel Regulations and current per diem rates can be accessed at: http://www.gsa.gov/ftr.

c) No profit or fee shall be applied to Travel, in accordance with FAR 16.601.

d) International travel is not permitted under this award.

B.6 OTHER DIRECT COSTS (ODCs)

The Contracting Officer (CO) determines which other direct costs (ODCs) are allowable, allocable, and fair and reasonable in accordance with the applicable federal cost principles (i.e., FAR 31.2 and AIDAR 731.2 for commercial (for profit) organizations. For those other direct costs the CO authorizes, the Contractor will be allowed to recover applicable indirect costs on these costs, if doing so is part of the Contractor’s usual accounting procedures, consistent with the applicable cost principles. The Contractor must maintain adequate documentation to support all claimed ODCs and shall make such records available upon request for audit or review by USAID.

SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

C.1 PURPOSE

The U.S. Agency for International Development (USAID), through its Office of General Counsel (OGC), seeks professional legal services to support ongoing and emerging legal matters, with a primary focus on federal employment law. These services may include, but are not limited to, administrative litigation, employee grievances, and legal advisory support. The Contractor shall assist OGC in advancing and defending the Agency’s legal position in accordance with applicable federal statutes, internal USAID policies and procedures, and collective bargaining agreements. All work shall be performed with accuracy, timeliness, and legal sufficiency, and under the technical direction of the designated COR. The Contractor shall not assume prior knowledge of USAID internal operations or preexisting familiarity with ongoing legal matters.

C.2 BACKGROUND

USAID’s OGC is experiencing an increased volume of legal matters arising from employee-filed grievances and administrative actions involving Civil Service personnel, Foreign Service Officers, bargaining unit employees, contractors, vendors, and external stakeholders. Recent organizational changes, including a reduction-in-force affecting more than 4,500 personnel, have intensified the demand for specialized legal expertise in federal employment law, including matters before the Equal Employment Opportunity Commission (EEOC) and Merit Systems Protection Board (MSPB). The Contractor will provide supplemental legal services to support OGC’s operations, offering scalable and high-quality assistance while ensuring that all inherently governmental functions remain solely within the authority of USAID, in accordance with FAR 7.503.

The Contractor shall provide professional services as follows (number of cases are estimated and subject to change):

A. Administrative Case Review The Contractor shall provide legal review and analysis of approximately 50 active administrative matters involving USAID personnel, contractors, vendors, or external stakeholders. For each matter, the Contractor shall prepare written legal memoranda that assess legal exposure, procedural sufficiency, and compliance with applicable federal statutes, regulations, and USAID internal policies. Recommendations must be legally defensible and aligned with Agency precedent and risk tolerance, and shall be submitted to the COR for review and approval prior to implementation. USAID anticipates that the volume and complexity of administrative cases may increase over the life of the contract. All work shall be conducted under the technical direction of the COR and remain subject to final decision-making authority by the Agency.

B. Grievance Case Review Deliver legal support for approximately 200 current grievance cases filed by employees or contractors. This includes analysis of grievance content, legal and policy interpretation, drafting of formal responses, and strategic advisory services to OGC. Cases involve a broad range of issues and require strict adherence to federal law, USAID regulations, and union agreements where applicable. OGC anticipates grievance cases will increase during the life of this contract.

C. General Legal Support The Contractor shall provide legal support for a range of matters that fall outside the scope of administrative litigation and grievance proceedings, including but not limited to: Freedom of Information Act (FOIA) compliance; real estate and property disposition; interagency agreements; records management; and other general legal advisory services as assigned. This support may include: (1) conducting legal research and analysis of applicable federal laws, regulations, executive orders, and USAID internal policies; (2) reviewing and drafting legal memoranda, position papers, and advisory opinions; (3) preparing summaries and guidance documents for internal Agency use; and (4) providing strategic legal advice to the OGC under the direction of the COR.

All work products must be clear, accurate, legally sufficient, and tailored to the Agency’s operational and legal environment. Legal analysis must consider USAID’s policy framework, relevant statutory and regulatory authorities, and applicable case law. The Contractor must ensure strict adherence to Agency confidentiality protocols, including appropriate handling of Sensitive But Unclassified (SBU) materials and compliance with federal information security and privacy requirements under ADS 508, ADS 545, and the Federal Records Act.

The Contractor shall not initiate external communications, provide legal opinions on behalf of the Agency, or engage in inherently governmental functions. All services must be performed under the written technical direction of the COR and are subject to the oversight and approval of the Contracting Officer. Any interaction with external parties, including federal agencies, lessors, FOIA requesters, or contractors, must be pre-approved in writing by the COR.

C.3 OBJECTIVES

The Contractor shall provide expert legal analysis, research, drafting, negotiation, and resolution support for administrative, grievance, and other advisory matters as assigned. All services shall be performed in compliance with applicable federal labor laws, USAID regulations, and collective bargaining agreements. The Contractor shall operate under the technical direction of the COR and the oversight of the Contracting Officer within the OAA. All work must align with USAID’s confidentiality protocols, including handling of Sensitive But Unclassified (SBU) information, and comply with all relevant cybersecurity and records management policies (see ADS 508 and ADS 545). All Contractor personnel must receive written approval from USAID’s Office of Security prior to performing any work under this contract.

C.4 SCOPE OF SERVICES

The Contractor shall be a U.S.-based professional law firm and shall assign only licensed attorneys and qualified paralegals to perform services under this contract. All work shall be conducted under the technical direction of the COR and remain subject to the contractual oversight of the Contracting Officer. The Contractor shall provide legal support in the following core areas:

A. Administrative and Grievance Case Support Provide legal research and written analysis on matters including, but not limited to:

· Review administrative actions and employee grievances involving USAID personnel, contractors, or bargaining unit members

· Conduct legal research on applicable federal laws (e.g., 5 U.S.C., 5 CFR, FLRA precedents), USAID internal policies, and relevant collective bargaining agreements

· Prepare legal memoranda, draft case analyses, and develop proposed legal positions or settlement language

· Support case development, litigation strategy, and negotiations at the direction of USAID

· Recommend legally sound courses of action consistent with USAID policies and litigation posture

The Contractor shall not issue legal opinions, make final determinations, or engage with external parties unless expressly authorized in writing by the COR.

B. General Legal Advisory Services Upon request, the Contractor may be tasked to prepare draft legal documents, position papers, analysis, legal memoranda or advisory notes to assist OGC attorneys in internal decision-making and/ or provide legal research and written analysis on matters including, but not limited to:

· Contract terminations

· Workforce restructuring and asset disposition

· Program shutdowns or transitions

· Interagency coordination and memoranda of understanding

· Federal records management and FOIA compliance

· Leases, cooperative agreements, and interagency agreements

C. Limitations on Authority All work products must reflect accurate legal analysis and conform to applicable statutes, regulations, and internal USAID policies. Final authority over legal strategy, Agency policy, communications, and filings rests solely with USAID. In accordance with FAR 7.503 and FAR 37.104(b), the Contractor is prohibited from performing inherently governmental functions, including but not limited to:

· Making binding legal interpretations

· Authoring or issuing final legal decisions

· Representing the Agency before external parties (including courts, EEOC, MSPB, unions, or opposing counsel)

· Signing or committing USAID to any legal agreement or settlement

· Making personnel decisions or directing Agency staff

D. Confidentiality, Access, and Security The Contractor shall maintain strict confidentiality over all matters assigned under this contract and shall treat all information, including personnel records, litigation materials, and case files, as Sensitive But Unclassified (SBU). No disclosure to external entities shall occur without written approval from the COR. All Contractor systems used in support of this work must comply with USAID’s cybersecurity, records management, and privacy standards (ADS 508, 509, and 545).

C.5 PERFORMANCE REQUIREMENTS

The Contractor shall perform all work under the written technical direction of the COR and the contractual oversight of the Contracting Officer. All technical direction must be issued in writing and remain strictly within the scope of the contract. No changes to the contract’s terms, labor categories, scope of work, deliverables, or funding levels may be implemented without the prior written approval of the Contracting Officer.

The Contractor shall not initiate, recommend, or independently undertake personnel actions, internal inquiries, legal determinations, or strategic decisions. Such functions may only be performed upon the express written direction of the COR and must comply with all applicable legal authorities, including the Federal Acquisition Regulation (FAR), the USAID Acquisition Regulation (AIDAR), the Automated Directives System (ADS), Executive Orders, federal labor and employment laws, the Standards of Ethical Conduct for Employees of the Executive Branch (5 C.F.R. Part 2635), the Privacy Act, the Federal Records Act, the Freedom of Information Act (FOIA), FISMA, and any other applicable U.S. Government laws, regulations, and policies governing federal legal and contracting operations.

All legal services performed under this contract shall be accurate, legally sufficient, and appropriately documented. Work products must conform to prevailing legal standards, adhere to USAID internal policies and procedures, and remain within the scope of work authorized by the Government.

Legal filings, external correspondence, and substantive communications shall not be issued without prior written approval from the COR. All legal positions, strategies, and work products developed under this contract are the sole property of the U.S. Government and shall remain under its exclusive control.

The Contractor shall conduct a documented conflicts of interest (COI) screening prior to accepting any assignment and shall certify in writing that no actual or perceived conflict exists. Any potential conflict must be immediately reported in writing to the COR for resolution.

Litigation support and legal advisory services shall only be provided at the written direction of the COR. All legal or strategic decisions, including final determinations, positions, or settlement authority, shall rest exclusively with the U.S. Government and be made by the COR in consultation with the OGC.

In accordance with FAR 7.503, FAR 37.104(b), and OMB Policy Letter 11-01, the Contractor shall not perform inherently governmental functions under any circumstance. Prohibited functions include, but are not limited to: issuing binding legal interpretations; making final agency decisions; authoring or signing official policies; or obligating USAID to legal or financial commitments. At the COR’s written request, the Contractor may prepare draft memoranda or proposed determinations for review and approval by authorized USAID officials.

All data management practices shall comply with USAID’s ADS 508 and ADS 509, including standards for data classification, secure storage and transmission, and federal records retention. The Contractor shall ensure that all personnel are appropriately trained and remain fully compliant with these requirements throughout the period of performance.

At a minimum, the Contractor shall provide the personnel identified below, each of whom must meet or exceed the qualifications specified in this contract:

C.5.1 General Requirements - All Attorneys All attorneys performing under this contract must possess a Juris Doctor (J.D.) degree from a U.S. law school accredited by the American Bar Association (ABA), be active members in good standing of the bar in at least one U.S. jurisdiction and be U.S. citizens eligible to obtain a security clearance if required, in accordance with USAID’s ADS 545. They must comply with the ethical standards set forth in 5 C.F.R. Part 2635 (Standards of Ethical Conduct for Employees of the Executive Branch) and must disclose any actual or potential conflicts of interest prior to assignment and on a continuing basis throughout the period of performance.

Level 1 - Junior Level Attorney/Associate:

· Professional Requirement: Active bar membership in good standing in any U.S. State, territory, or the District of Columbia.

· Experience: One (1) to four (4) years post-law school, including judicial clerkships, legal fellowships; relevant experience required.

· Responsibilities: Assist in all legal matters, draft documents, assist in litigation, and provide independent advisory services.

· Additional Requirements: Excellent research, writing, and interpersonal skills.

Level 2 - Mid Level Attorney/Associate:

· Professional Requirement: Active bar membership in good standing in any U.S. State, territory, or the District of Columbia.

· Experience: Four (4) or more years post-law school; relevant experience required.

· Responsibilities: Handle complex legal matters, draft advanced documents, assist in litigation, and provide independent advisory services.

· Additional Requirements: Excellent research, writing, and interpersonal skills.

Level 3 – Senior Attorney/Associate:

· Professional Requirement: Active bar membership in good standing in any U.S. State, territory, or the District of Columbia.

· Experience: Nine (9) or more years post-law school; relevant experience required.

· Responsibilities: Manage significant cases, provide high-level legal advice, and supervise junior attorneys. Lead complex litigation or policy advisory roles.

· Additional Requirements: Exceptional research, writing, analytical, and leadership skills.

C.5.2 General Requirements - All Paralegal All paralegals performing under this contract must be U.S. citizens and eligible to obtain a security clearance, if required, in accordance with USAID’s ADS 545. They must possespossess, at a minimum a paralegal certificates a bachelor’s degree in paralegal studies or a related field. Paralegals must comply with the ethical standards set forth in 5 C.F.R. Part 2635 (Standards of Ethical Conduct for Employees of the Executive Branch) and must disclose any actual or potential conflicts of interest prior to assignment and on a continuing basis throughout the period of performance.

Level 1 – Junior-Level Paralegal:

· Professional Requirement: Proficiency in legal research and document drafting, using tools like Westlaw, LexisNexis, and PACER. Basic understanding of case law and ability to work with others on complex tasks. Ability to collaborate with attorneys on litigation support, including discovery, motion practice, and trial preparation.

· Experience: At least one (1) year of experience assisting with litigation or administrative law matters, and managing case files.

· Responsibilities: Conducts basic legal research on employment law issues, including case law, regulations, and agency policies. Co-drafts legal documents, such as formal responses, litigation briefs or settlement agreements, ensuring compliance with FAR 37.104. Assists attorneys and other paralegals in preparing for hearings, trials, supports management of case files, ensuring timely updates and compliance with federal records management standards.

Level 2 – Mid-Level Paralegal:

· Professional Requirement: Proficiency in advanced legal research and document drafting, using tools like Westlaw, LexisNexis, and PACER. In-depth understanding of case law and ability to work independently on complex tasks. Ability to collaborate with attorneys on litigation support, including discovery, motion practice, and trial preparation.

· Experience: At least two (2) years of specialized experience, including legal research, drafting legal documents, assisting with litigation or administrative law matters, and managing case files. Experience in relevant focus areas.

· Responsibilities: Conduct complex legal research on employment law issues, including case law, regulations, and agency policies. Draft detailed legal documents, such as formal responses, litigation briefs or settlement agreements, ensuring compliance with FAR 37.104. Assist attorneys in preparing for hearings, trials, or negotiations, including organizing exhibits, drafting trial memos, and coordinating logistics. Manage case files, ensuring timely updates and compliance with federal records management standards.

Level 3 – Senior Paralegal:

· Professional Requirement: Expertise in legal research, drafting, and navigating complex legal issues, including federal court procedures. Deep familiarity with federal law. Ability to lead legal research projects, manage case files, and supervise lower-graded staff.

· Experience: At least five (5) years of specialized experience including leading legal research projects, managing case files, providing high-level support to attorneys, and assisting in litigation.

· Responsibilities: Manage legal cases, including coordinating with attorneys, clients, and external parties, ensuring compliance with FAR 7.503. Provide high-level advisory support on complex issues and policy compliance. Draft complex legal documents, including appeals, briefs, and settlement agreements, for EEOC, MSPB, or federal court proceedings. Assist in litigation, including preparing for trials, managing discovery, coordinating with expert witnesses, and ensuring trial logistics. Supervise paralegals, ensuring quality control, training, and compliance with all established policies.

[END OF SECTION C]

SECTION D – PACKAGING AND MARKING

This contract is for the provision of professional legal services and does not involve the delivery of physical products, equipment, or commodities. All deliverables, including reports, memoranda, and advisory documents, will be submitted electronically in accordance with Section F and the instructions of the COR.

As such, no specific packaging or marking requirements apply under this contract. This section is included in accordance with FAR Part 12.303 and FAR Part 15.204-1, but is deemed Not Applicable to the scope of work contemplated herein.

[END OF SECTION D]

SECTION E – INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE” in Section I of this contract. Full text of the FAR clauses is available at https://www.acquisition.gov/far

NUMBER TITLE DATE

Federal Acquisition Regulation (48 CFR Chapter 1) 52.246-6 Inspection - Time-and-Material and Labor-Hour May 2001

E.2 INSPECTION AND ACCEPTANCE/RESPONSIBLE OFFICIAL

(a) USAID inspection and acceptance of services, reports and other required deliverables or outputs must take place at USAID/Washington or at any other location where the services are performed and reports and deliverables or outputs are produced or submitted. The Contracting Officer Representative (COR) identified in Section G has been delegated authority to inspect and accept all services, reports, and deliverables required by the contract.

(b) A Contracting Officer’s Representative (COR) will be designated for inspection and acceptance of services, reports and other required deliverables or outputs. Pursuant to FAR 52.246-6 - Inspection of Services – Time-and-Material Labor-Hour, inspection of results or other deliverables required by the contract issued hereunder must be made by the cognizant COR. Acceptance of goods/services and reports or other deliverables by the cognizant COR will form the basis for payments to the Contractor and will form the basis of the Contractor’s permanent performance record with regard to this contract.

E.3 REJECTION OF WORK

In accordance with FAR 52.246-6 and as specified in Section E.1, the Government reserves the right to inspect all services and deliverables provided under this contract and to reject any work that is incomplete, legally deficient, or not delivered in compliance with the contract requirements. Rejected work shall not be eligible for payment, and the Government shall not be liable for costs associated with any labor hours or other direct costs incurred in connection with such nonconforming work.

The Contractor shall, at the direction of the Contracting Officer, correct or replace any nonconforming services at no additional cost to the Government. If the Contractor fails to promptly correct rejected work or to deliver required services in accordance with the contract, the Government may obtain the services from another source and charge the Contractor any excess costs incurred, in accordance with applicable contract clauses.

The Contracting Officer shall have final authority over all disputes arising from inspection, acceptance, or rejection of services or deliverables. Payment will only be made for services that are accepted by the Government in writing.

[END OF SECTION E]

SECTION F - DELIVERIES OR PERFORMANCE

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE” in Section I of this contract. Full text of the FAR clauses is available at https://www.acquisition.gov/far

NUMBER TITLE DATE

Federal Acquisition Regulation (48 CFR Chapter 1)

The period of performance for this contract shall consist of a two (2) year base period, with three (3) one-year option periods, subject to availability of funds and the unilateral exercise of options by the Contracting Officer. The Option Periods will be exercised at USAID’s discretion and subject to the availability of funds. The period of performance for this Task Order will be from the effective date of signing the award.

The following is the planned period of performance:

F.3 PLACE OF PERFORMANCE

The Contractor shall perform work primarily on a remote basis, using secure electronic platforms and systems, unless otherwise authorized in writing by the Contracting Officer or COR. Occasional in-person meetings or proceedings may be required at other designated locations.

F.4 AUTHORIZED WORK WEEK

Contractor personnel must be available during USAID’s regular business hours: Monday through Friday, 8:00 AM to 5:00 PM Eastern Standard Time, unless otherwise authorized in writing by the COR. Flexible schedules are permissible at the discretion of the Contractor, provided availability to USAID is maintained during regular hours. On occasion, USAID may request legal support outside of regular hours to address urgent matters. No overtime, premium pay, or additional compensation shall be authorized under this contract.

F.5 DELIVERABLES / REPORTING REQUIREMENTS

In addition to the requirements set forth for submission of reports and in AIDAR clause 752.242-70, Periodic Progress Reports, the Contractor must submit the required deliverables or outputs as further described below. All deliverables, legal memoranda, work products, and outputs generated under this contract shall be submitted to the COR for written review and approval prior to dissemination, implementation, or submission to any external party.

All deliverables shall be submitted electronically using secure, COR approved systems. The COR may require clarification, revisions, or supplemental information for any deliverable. All submissions must be complete, accurate, and professionally prepared to a standard consistent with legal practice. USAID reserves the right to reject deficient deliverables and require corrective action at no additional cost to the Government. The following table summarizes the required deliverables, due dates, and content:

Years 2–5: 30 days before next contract year.

July 15 October 15 January 15

July 15 October 15 January 15

1. Annual Work Plan The Contractor shall meet with the COR to discuss project activities, deliverables, and priorities in order to determine the scope, format, and content of the Annual Work Plan. The Work Plan shall outline the activities to be performed over the upcoming year, including key milestones, responsible personnel, and anticipated deliverables.

For each subsequent year, the Contractor shall submit an updated Annual Work Plan no later than thirty (30) calendar days prior to the start of the next contract year. The COR reserves the right to review, approve, and, as necessary, request revisions to the Work Plan. Any modifications to the content or submission timeline of the Annual Work Plan must receive prior written approval from the COR.

0. Quarterly Progress Reports The Contractor will provide to USAID, a concise quarterly report on or before April 15, July 15, October 15, and January 15 of each year following the issuance of this contract. At a minimum, each report shall include:

· A summary of program activities, achievements, and legal support services provided during the reporting period

· Status of deliverables outlined in the Annual Work Plan

· Budget information, including obligated funds, expenditures to date, and any projected variances

· Identification of any problems encountered and recommended or implemented remedial actions

· If applicable, a summary of subcontractor activities and performance

The COR may provide written feedback on each report and require corrective actions or additional information, as necessary. All reports shall be submitted via secure electronic means, in accordance with USAID information security protocols.

0. Annual Report At a minimum, the Annual Report shall include the following:

· Summarize major activities and accomplishments over the full contract year

· Identify any challenges or obstacles encountered and outline remedial actions taken or proposed

· Describe technical assistance tasks undertaken during the reporting period

· Document key knowledge generated and any lessons learned through the performance of contract tasks

· Include all elements required under the Quarterly Progress Report, thereby satisfying the fourth quarterly reporting requirement

The Annual Report shall be concise, professionally written, and submitted via secure electronic means in accordance with USAID information management and security protocols. The COR may provide feedback or request supplemental information as necessary.

0. Final Report At a minimum, the Final Report shall include the following:

· Provide a summary of program highlights, major activities undertaken, and key achievements

· Report on total funds obligated and disbursed over the life of the contract

· Identify any significant challenges encountered and describe the corrective actions taken

· Synthesize lessons learned and provide recommendations

Depending on the timing of submission, the Final Report may, with prior written approval from the COR, fulfill the requirements of the final quarterly reports. This determination will be made during the contract start-up phase as part of the reporting schedule established between USAID and the Contractor. The Final Report shall be submitted in electronic format via secure systems approved by the USAID and are subject to final review and written approval by the COR.

0. Quarterly Financial Report Detailed Quarterly Financial Reports shall be submitted to the COR within fifteen days after each three-month period. The complete scope and format of the reports will be determined in consultation with the COR. At a minimum, the report shall include:

· Total funds obligated to date

· Cumulative expenditures incurred

· Estimated accruals for the reporting period

· Current and projected burn rate

· Explanation of any significant variances from projected spending

· Identification of any anticipated funding shortfalls or adjustments

All reports shall be submitted electronically in a format approved by the COR and must be certified by the Contractor’s authorized financial officer. USAID reserves the right to request additional supporting documentation as necessary.

F.6 KEY PERSONNEL

Key Personnel are essential to the successful performance of this contract. The Contractor shall designate one (1) Senior Partner key personnel position. This individual must possess the qualifications outlined therein and shall remain available throughout the contract’s period of performance.

a. Senior Partner The Senior Partner shall be a senior-level attorney, equivalent to a law firm partner, with the authority to legally bind the Contractor. This individual must meet the minimum requirements set forth in Section C, and possess a minimum of ten (10) years of legal experience, including substantial experience advising or representing federal agencies in adverse personnel actions, employee grievances, and labor relations. At a minimum, responsibilities include:

· Serving as the primary point of contact with the COR

· Managing legal team assignments and workload

· Ensuring the legal sufficiency, timeliness, and quality of deliverables

· Overseeing compliance with contract requirements and applicable USAID regulations The contractor must immediately notify the CO and COR in writing of any changes in the status of key personnel, including departure, extended absence, or unavailability. The Contractor shall propose an interim coverage plan and submit a qualified replacement candidate within ten (10) business days. Failure to provide Key Personnel may be considered non-performance unless such failure is beyond the control, and through no fault or negligence, of the Contractor. The Contractor must immediately notify the CO and Contracting Officer’s Representative (COR) of any Key Personnel’s departure and the reasons therefore. The Contractor must take steps to immediately rectify this situation and must propose a substitute candidate for the vacated position within ten (10) business days. The substitute candidate must meet the minimum qualifications stated above. The Contractor must not replace any Key Personnel without the prior written concurrence of the COR and written approval of the CO.

F.7 PERFORMANCE STANDARDS

Evaluation of the Contractor's overall performance of activities in Section 3 as well as evaluation of the quality and timeliness of deliverables will be conducted jointly by the COR and the Contracting Officer and will form the basis of the Contractor's permanent performance record with regard to this task order. Evaluation of the overall performance will be in accordance with FAR 42.15/ AIDAR 742.15.and corresponding USAID procedures. Each evaluation will be conducted jointly by the COR and the CO and must form the basis of the Contractor's permanent performance record with regard to this task order as required in FAR Part 42.15 and AIDAR 742.15. The Contractor’s performance will be evaluated annually and at contract completion, utilizing at a minimum the following factors, which form the basis of the evaluation for the Contractor Performance Assessment Report (CPARs):

1. Quality of Product and Service – The Contractor’s conformance to contract requirements, specifications, and standards of good workmanship (e.g., commonly accepted technical, professional, environmental, or safety and health standards) will be evaluated. Examples include:

a. Are reports/data accurate?

b. Does the product or service provided meet the specifications of the contract/order?

c. Does the Contractor’s work measure up to commonly accepted technical or professional standards?

d. What degree of Government technical direction was required to solve problems that arise during performance?

2. Schedule – The Contractor’s timeliness against the completion of the contract, delivery schedules, and administrative requirements (e.g., efforts that contribute to or affect the schedule variance) will be evaluated. Examples include:

a. Did the Contractor adequately schedule the work?

b. Has the Contractor met administrative milestone dates?

c. Has the Contractor met physical milestone dates specified by the contract or agreed to in the activity schedule?

d. If the schedule has slipped through the Contractor’s fault or negligence, has it taken appropriate corrective action of its own volition?

e. Has the Contractor furnished all required deliverables on or ahead of schedule?

f. Has the Contractor furnished updated activity schedules on a timely basis?

3. Cost Control/Effectiveness – The Contractor’s effectiveness in forecasting, managing, and controlling contract cost will be evaluated. Examples include:

a. Does the Contractor keep within the total estimated cost? What is the relationship of the negotiated costs and budgeted costs to actuals?

b. Did the Contractor do anything innovative that resulted in cost savings?

c. Were billings current, accurate and complete?

d. Are the Contractor’s budgetary internal controls adequate?

4. Management – The Contractor’s performance in selecting, retaining, supporting and replacing key personnel, when necessary, will be evaluated. Examples include:

a. How well did the Contractor match the qualifications of the key position, as described in the contract/order, with the person who filled the key position?

b. Did the Contractor support key personnel so they were able to work effectively?

c. If a key person did not perform well, what action was taken by the Contractor to correct this?

d. If replacement of a key person was necessary, did the replacement meet or exceed the qualifications of the position as described in the contract/order schedule?

5. Regulatory Compliance –The Contractor’s compliance with all terms and conditions in the contract/order relating to applicable regulations and codes will be evaluated. Examples include:

a. Has the Contractor complied with all contract clause requirements?

b. Has the Contractor complied with the reporting requirements of the contract?

c. Has the Contractor complied with specifications or other contractual requirements in the contract such as FAPIIS reporting, CAS reporting, safety requirements, environmental reporting, and standard and unique contract requirements specific to that contract?

6. Other (as applicable) – Other factors may be evaluated as applicable in those instances where an aspect of the Contractor's performance does not fit into any of the other criteria, e.g., late or nonpayment to subcontractors, trafficking violations, tax delinquency, failure to report in accordance with contract terms and conditions, defective cost or pricing data, terminations, suspension and debarments.

Evaluation of the aforementioned factors will be tailored to the contract type, size, content, and complexity of the requirement.

F.8 STANDARD OF CONDUCT

The Contractor must be responsible for maintaining satisfactory standards of employee competency, conduct appearance and integrity, and must be responsible for taking such disciplinary action with respect to employees as may be necessary. The Contractor is also responsible for ensuring that his/her employees do not use Government resources except as authorized by the Government.

[END OF SECTION F]

SECTION G – CONTRACT ADMINISTRATION DATA

G.1. AIDAR 752.7003 DOCUMENTATION FOR PAYMENT (NOV 1998)

(a) Claims for reimbursement or payment under this contract must be submitted to the Paying Office indicated in the schedule of this contract. The COR is the authorized representative of the Government to approve vouchers under this contract. The Contractor must submit either paper or fax versions of the SF-1034--Public Voucher for Purchases and Services Other Than Personal. Each voucher must be identified by the appropriate USAID contract number, in the amount of dollar expenditures made during the period covered.

(1) The SF 1034 provides space to report by line item for products or services provided. The form provides for the information to be reported with the following elements:

TOTAL EXPENDITURES (Document Number: XXX-X-XX-XXXX-XX)

Total

(2) The fiscal report must include the following certification signed by an authorized representative of the Contractor:

The undersigned hereby certifies to the best of my knowledge and belief that the fiscal report and any attachments have been prepared from the books and records of the Contractor in accordance with the terms of this contract and are correct: the sum claimed under this contract is proper and due, and all the costs of contract performance (except as herewith reported in writing) have been paid, or to the extent allowed under the applicable payment clause, will be paid currently by the Contractor when due in the ordinary course of business; the work reflected by these costs has been performed, and the quantities and amounts involved are consistent with the requirements of this Contract; all required Contracting Officer approvals have been obtained; and appropriate refund to USAID will be made promptly upon request in the event of disallowance of costs not reimbursable under the terms of this contract.

(b) Local currency payment. The Contractor is fully responsible for the proper expenditure and control of local currency, if any, provided under this contract. Local currency will be provided to the Contractor in accordance with written instructions provided by the Mission Director. The written instructions will also include accounting, vouchering, and reporting procedures. A copy of the instructions must be provided to the Contractor's Chief of Party and to the Contracting Officer. The costs of bonding personnel responsible for local currency are reimbursable under this contract.

(c) Upon compliance by the Contractor with all the provisions of this contract, acceptance by the Government of the work and final report, and a satisfactory accounting by the Contractor of all Government-owned property for which the Contractor had custodial responsibility, the Government must promptly pay to the Contractor any moneys (dollars or local currency) due under the completion voucher. The Government will make suitable reduction for any disallowance or indebtedness by the Contractor by applying the proceeds of the voucher first to such deductions and next to any unliquidated balance of advance remaining under this contract.

(d) The Contractor agrees that all approvals of the COR and the Contracting Officer, which are required by the provisions of this contract, must be preserved and made available as part of the Contractor's records which are required to be presented and made available by the…