75P00126R00003 (Rev2)(Amd 0004)(12.11.2025).pdf

(12.11.2025) Legal Services for Unaccompanied Alien Children (UAC): 75P00126R00003[Rev2](Amd 0004)

PART I- The Schedule

Section A, Solicitation/Contract Form.

A.1 Form

Please refer to attached SF-1449 for reference [a partially completed copy will be sent to the successful offeror for review and signature prior to award].

A.2 Table of Contents

Section Name Page # Part I- The Schedule

A Solicitation / Contract Form 1 B Services and Price 2-4 C Description/Specifications/Requirements 5 D Packaging and Marking 5 E Inspection and Acceptance 5 F Deliveries or Performance 5-6 G Contract Administration Data 6-10 H Special Contract Requirements 10-12

Part II- Contract Clauses I Contract Clauses 13-18

Part III- List of Attachments J List of Attachments 19

Part IV- Representations and Instructions K Representations, Certifications, and Other Statements of Offerors 19 L Instructions, Conditions, and Notices to Offerors or Respondents 20-26 M Evaluation Factors for Award 26-29

Section B, Supplies or Services and Prices/Costs B.1 Solicitation Description

The purpose of this acquisition is to obtain comprehensive legal services for Unaccompanied Alien Children (UAC) who are currently in, or have been released from, the care of the Office of Refugee Resettlement (ORR). These services are essential to support the legal needs of this vulnerable population in accordance with federal mandates.

This combined synopsis/solicitation is a Request for Proposals (RFP), prepared utilizing FAR 12 and 15 procedures. This announcement constitutes the only solicitation. Offers are being requested and a separate written solicitation will not be issued.

This acquisition is performed as a full and open competition.

This solicitation incorporates provisions and clauses by reference. The full text of provisions and clauses may be accessed electronically at www.acquisition.gov, and https://www.acquisition.gov/hhsar. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2025-06 October 1, 2025.

B.2 Contract Type

As a result of this solicitation, the Government intends to make a single hybrid-type contract, with the preponderance of service to be performed on a firm-fixed unit price basis. However, the resultant award http://www.acquisition.gov/ https://www.acquisition.gov/hhsar will include a Time-and-Material Contract Line Item Numbers (CLIN)s to allow for the reimbursement of travel conducted under this contract, as well as allow for the completion of other necessary legal services associated with the scope of work, but not contained in one of the firm fixed unit priced items. The structure of the contract shall be a base period of one (1) year followed by four (4) separate one-year option periods. The total potential period of performance should all four (4) options be exercised is five

(5) years.

B.3 Contract Pricing

B.3.1 Contract Pricing (Firm Fixed Unit Price) [CLINs 1, 6, 11, 16, 21 and 26]

Under this contract, the contractor shall provide the Government with sets of services described in the attached pricing chart for Items 0001 through Items 0016, at fixed unit prices per Item (both full rate and pro-bono rate) (described in Attachment B-Pricing Worksheet UAC Legal Services (Rev2) (Amd 0004)(12.11.2025))

All unit prices (Items 0001 through 0016) will be paid at the associated FFUP specified for full rate or pro bono services performed.

B.3.2 Contract Pricing (Firm Fixed Price) [CLIN 2, 3, 7, 8, 12, 13, 17, 18, 22, 23, 27 and 28]

Following successful competition, the Government will pay the contractors fixed prices in accordance with the proposed payment schedule (to be specified upon award- See L.6.3 #3)

B.3.3 Contract Pricing (Time & Materials)

B.3.3.1 Travel [CLINs 5, 10, 15, 20, 25, and 30]

Under this contract, the contractor shall be reimbursed for travel conducted directly in the performance of the services described in the Performance Work Statement (PWS). Specific costs related to travel may be variable as incurred but shall be consistent will the requirements set forth in Section G.4.

B.3.3.2 Other Legal Services [CLINs 4, 9, 14, 19, 24 and 29]

As needed, throughout performance related services may be required outside of those the Government is able to reasonably anticipate. The contractor may utilize this T&M CLIN following authorization from the COR. Each service performed under this CLIN is limited to $5,000.00 or less. Charges under this CLIN may only be incurred under the contractors proposed fully loaded labor rates (to be specified at the time of award based on the successful offeror’s proposed rates).

B.4 Ceiling Price(s)

B.4.1 Ceiling Price (Firm Fixed Unit Price) [CLINs 1, 6, 11, 16, 21, and 26]

The quantities provided in Attachment B-Pricing Worksheet UAC Legal Services (Rev2) (Amd 0004)(12.11.2025), are provided for budgeting, evaluation of offers, and will be the basis of creating a total ceiling price for Fixed Priced Units (encompassing Items 0001 through 0016) performed under this contract. The contract ceiling will be based on the successful offeror’s provided fixed unit prices against the offeror’s proposed mix of quantity of “full-price services” and annual “pro bono services” (together equaling Government’s provided estimated quantity). Offerors are cautioned that specific quantities of services among those estimated may vary throughout performance. However, the Contractor shall not be obligated to continue performance, nor the Government be obligated to pay any amount in excess of the established ceiling price.

B.4.2 Ceiling Prices (Time & Materials)

B.4.2.1 Travel

The not to exceed ceiling price for travel conducted under this contract are those provided by the Government in Attachment B-Pricing Worksheet UAC Legal Services (Rev2) (Amd 0004)(12.11.2025) and below in section B.5.

B.4.2.2 Other Legal Services

Throughout performance, the Contractor may be required to perform legal services outside of those established under Firm Fixed Unit Prices. The Not-to-Exceed ceiling amount for these services are provided in section B.5 below.

B. 5 Contract Line Item Number (CLIN) Structure

Contract Line Item Number

(CLIN)

Description of Service Unit Pricing Price

Base Period: Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "Base Period" for Specific Firm

Fixed Unit Pricing)

2 Base Period: Annual LSP Network Management (FFP)

3 Base Period: Annual Data Collection and Transfer System / Interface

(FFP)

4 Base Period: Other Legal Services (T&M): Not to Exceed Ceiling Amount $ 2,500,000.00

5 Base Period: Travel (T&M): Not to Exceed Ceiling Amount $ 160,020.00 Base Period: Maximum Potential Total Value

Option Period 1: Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "Option Period 1" for Specific

Firm Fixed Unit Pricing)

7 Option Period 1: Annual LSP Network Management (FFP)

8 Option Period 1: Annual Data Collection and Transfer System / Interface (FFP)

9 Option Period 1: Base Period: Other Legal Services (T&M): Not to Exceed Ceiling Amount $ 2,600,000.00

10 Option Period 1: Travel (T&M): Not to Exceed Ceiling Amount $160,020.00 Option Period 1: Maximum Potential Total Value

Option Period 2: Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "Option Period 2" for Specific

12 Option Period 2: Annual LSP Network Management (FFP)

13 Option Period 2: Annual Data Collection and Transfer System / Interface (FFP)

14 Option Period 2: Other Legal Services (T&M): Not to Exceed Ceiling Amount $ 2,800,000.00

15 Option Period 2: Travel (T&M): Not to Exceed Ceiling Amount $168,021.00 Option Period 2: Maximum Potential Total Value

Option Period 3: Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "Option Period 3" for Specific

17 Option Period 3: Annual LSP Network Management (FFP)

18 Option Period 3: Annual Data Collection and Transfer System / Interface (FFP)

19 Option Period 3: Other Legal Services (T&M): Not to Exceed Ceiling Amount $ 3,100,000.00

20 Option Period 3: Travel (T&M): Not to Exceed Ceiling Amount $176,422.00 Option Period 3: Maximum Potential Total Value

Option Period 4: Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "Option Period 4" for Specific

22 Option Period 4: Annual LSP Network Management (FFP)

23 Option Period 4: Annual Data Collection and Transfer System / Interface (FFP)

24 Option Period 4: Other Legal Services (T&M): Not to Exceed Ceiling $ 3,500,000.00 25 Option Period 4: Travel (T&M): Not to Exceed Ceiling Amount $185,243.00

Option Period 4: Maximum Potential Total Value

FAR 52.217-8 Extension:

Unaccompanied Alien Children (UAC) Legal Services (FFUP)- Not to Exceed Ceiling Amount

See Pricing Chart (Attachment B, Tab "52.217-8" for Specific Firm

Fixed Unit Pricing)

27 FAR 52.217-8 Extension: Annual LSP Network Management (FFP)

28 FAR 52.217-8 Extension: Annual Data Collection and Transfer System / Interface (FFP)

29 FAR 52.217-8 Extension: Other Legal Services (T&M): Not to Exceed Ceiling $ 1,750,000.00

30 FAR 52.217-8 Extension: Travel (T&M): Not to Exceed Ceiling Amount $92,621.00

FAR 52.217-8 Extension: Maximum Total Potential Value Total Maximum Potential Contract Value

Section C, Description/Specifications/Requirements.

Please refer to attached document “Attachment A- Performance Work Statement (PWS)_2025.11.25” “Attachment A- Performance Work Statement (PWS) [Rev1] (Amd 0003) (12.09.2025)” for full details/description.

Section D, Packaging and Marking.

All deliverables required to be submitted in the performance of this contract shall be submitted electronically via secure means to the Contracting Officer Representative (COR).

Section E, Inspection and Acceptance E.1 Inspection and Acceptance

Pursuant to FAR 52.212-4, all work described in Section C to be delivered under this contract is subject to final inspection and acceptance by an authorized representative of the Government. The authorized representative of the Government is the Contracting Officer’s Representative (COR), who is responsible for inspection and acceptance of all services, materials, or supplies to be provided by the Contractor.

E.2 Inspection and Acceptance Criteria

Final inspection and acceptance of all work performed, reports, and other deliverables will be performed by the COR in accordance with the inspection and acceptance terms of the contract.

E.3 General Acceptance Criteria

In addition to the inspection and acceptance requirements specified in the contract, general quality measures, as set forth below, will be applied to each work product received from the Contractor under this contract:

Accuracy - Work products shall be accurate in presentation, technical content, and adherence to accepted elements of style.

Clarity - Work products shall be clear and concise. Any/all diagrams shall be easy to understand and be relevant to the supporting narrative.

Consistency to Requirements - All work products must satisfy the requirements of the Performance Work Statement (PWS).

File Editing - All text and diagrammatic files shall be editable by the Government.

Format - Work products shall be submitted electronically. The electronic copy must be in a format as indicated in the Deliverables Table of the PWS.

Section F, Deliveries or Performance F.1 Period of Performance

The anticipated period of performance shall consist of a one-year base period, and four (4) one-year option periods (if exercised.)

Base Period of Performance: 02/01/2026 through 01/31/2027 Option Period 1: 02/01/2027 through 01/31/2028 Option Period 2: 02/01/2028 through 01/31/2029 Option Period 3: 02/01/2029 through 01/31/2030 Option Period 4: 02/01/2030 through 01/31/2031 FAR 52.217-8, Extension 02/01/2031 through up to 07/31/2032

F.2 Place of Performance

Nationwide

Under this contract the Contractor must provide comprehensive, high-quality, and efficient delivery of legal services to children in ORR custody nationwide, including:

• ORR shelter locations and provider network facilities

• Emergency Intake Sites (EIS)

• Long-Term Foster Care (LTFC) facilities

• Unaccompanied Refugee Minors (URM) program locations

• Throughout the United States, including sponsor residences

Attachment E- ORR Facilities by State is included as a representative sample only to assist offerors in understanding the current width of activities.

LOCATIONS AND NUMBER OF FACILITIES WILL VARY THROUGHOUT PERFORMANCE.

F.3 Deliverables and Delivery Schedule

The contractor shall submit all required report(s)/deliverables in accordance with the schedule located in Section 11 of the PWS. All reports shall reference and cite the contract number.

F.4 Delivery Requirements

Deliveries to the Government under this contract shall be accomplished between the hours of 8:30 a.m.

and 4:00 p.m. Eastern Time, Monday through Friday unless changed by mutual agreement between the COR and the contractor. No deliveries shall be made on Saturdays, Sundays, and days of government closure or Federal legal holidays found at: http://www.opm.gov/operating_status_schedules.

Section G, Contract Administration Data G.1 Authorities of Government Personnel

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of this contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government's points of contact during the performance of this contract:

Contracting Officer

Christopher R. McGucken HHS/ASA/Office of Acquisition Management (OAMS) http://www.opm.gov/operating_status_schedules

Christopher.McGucken@hhs.gov

All communications pertaining to contractual and/or administrative matters under this contract shall be sent to:

Contract Specialist

Azeb Mengistu HHS/ASA/Office of Acquisition Management (OAMS) Azeb.Mengistu@hhs.gov

Contracting Officer's Representative (COR)

Name: [To Be Specified at time of Award] Email: [To Be Specified at time of Award]

Note: The Contracting Officer is the only individual authorized to modify the contract.

G.2 Contracting Officer’s Representative (COR) Authority

(a) Performance of work under this contract is subject to the technical direction of the Contracting Officer's Representative identified above, or a representative designated in writing by the Contracting Officer that specifies limits of authority. The term "technical direction" includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(b) Technical direction must be within the scope of the specification(s)/work statement.

The Contracting Officer's Representative does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s)/statement of work;

(2) Constitutes a change as defined in the clause entitled "Changes";

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

(c) Technical direction may be oral or in writing. The Contracting Officer's Representative shall confirm oral direction in writing within five work days, with a copy to the Contracting Officer.

(d) The contractor shall proceed promptly with performance resulting from the technical direction issued by the Contracting Officer’s Representative. If, in the opinion of the contractor, any direction of the Contracting Officer’s Representative, or his/her designee, falls within the limitations in (b), above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(e) Failure of the contractor and the Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

mailto:Christopher.McGucken@hhs.gov mailto:Azeb.Mengistu@hhs.gov

G.3 Invoices

G.3.1 General Invoice Requirements

Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP)

All Invoice submissions for goods and or services delivered to facilitate payments must be made electronically through the U.S. Department of Treasury’s Invoice Processing Platform System (IPP).

Invoice Submission for Payment means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 included in commercial items contracts. The IPP website address is:

https://www.ipp.gov.

The Agency will enroll the Contractors new to IPP. The Contractor must follow the IPP registration email instructions for enrollment to register the Collector Account for submitting invoice requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive Registration email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 – 5 business days of the contract award for new contracts or date of modification for existing contracts.

• Registration emails are sent via email from ipp.noreply@mail.eroc.twai.gov. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email to IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

The Contractor POC will receive two emails from IPP Customer Support, the first email contains the initial administrative IPP User ID. The second email, sent within 24 hours of receipt of the first email, contains a temporary password. You must log in with the temporary password within 30 days.

If your company is already registered to use IPP, you will not be required to re-register.

• If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment as authorized by HHSAR 332.7002, a written request must be submitted to the Contracting Officer to explain the circumstances that require the authorization of alternate payment procedures.

Additional Office of Acquisition Management Services (OAMS) requirements:

(i) The contractor shall submit invoices under this contract once per month. For indefinite delivery vehicles, separate invoices must be submitted for each order.

(ii) Invoices must break-out price/cost by contract line item number (CLIN) as specified in the pricing section of the contract.

(iii) Invoices that include time and materials or labor hours CLINS must include supporting documentation to (1) substantiate the number of labor hours invoiced for each labor category, and (2) substantiate material costs incurred (when applicable).

(iv) Invoices submitted to IPP are limited to 10MB. Backup support should be sent to the contracting officer, contract specialist, and COR in the event it causes the file size to exceed the limit.

Frequency

Invoices submitted for payments under this contract shall be submitted no more than once monthly.

G.3.2 Specific Invoice Requirements

The contractor may include both Firm Fixed and Time and Material (T&M) based services in the same invoice. All invoices shall include supporting documentation as appropriate. Supporting documentation may include court records and applications (anonymized as appropriate), legal orientation attendance https://www.ipp.gov/ mailto:ipp.noreply@mail.eroc.twai.gov mailto:IPPCustomerSupport@fiscal.treasury.gov records, legal screening record of where/when provided by A-Number, and/or monthly reports if requisite information is already included.

G.3.2.1 Firm Fixed Unit Priced (FFUP) Invoicing Requirements

Invoices submitted under this contract for firm fixed units, following completion of the service, must at a minimum;

Identify the period in which the service began (Base Period, Option Period 1, etc.)

Identify the item number, description, if the service was performed as full service, or pro-bono, quantity and rate.

Identify the current use (%) of annual pro-bono use up to that period for the items billed.

Traceable to Alien Registration Number

G.3.2.2 Firm Fixed Price (FFP) Invoicing Requirements

Invoices submitted under this contract for firm fixed price CLINs (Annual LSP Network Management & Annual Data Collection and Transfer System / Interface (FFP) may be submitted on a monthly basis in accordance with the agreed upon payment schedule.

G.3.2.3 Time and Materials (T&M) Invoicing Requirements

Invoices submitted under this contract for any charges incurred towards T&M CLINs shall at a minimum, include the following:

A copy of the request and authorization to proceed from the COR (as specified in the PWS).

(If Other Legal Services are included) The labor category and number of hours utilized for the current month.

(If Other Legal Services are included) A description of the service performed, traceable to Alien

Registration Number.

G.4 Travel Related Costs

The Contractor will be reimbursed in accordance with the terms and conditions of the contract for domestic travel as described within the PWS, incurred directly and specifically in the performance of this contract.

Domestic travel expenses incurred by the Contractor in direct performance of the contract shall be reimbursed at actual cost in accordance with the limitations set forth in FAR 31.205-46 provided such travel is necessary for the performance of this contract and the cost does not exceed:

a. The lowest customary standard, coach, or equivalent airfare offered during normal business hours for air travel except when such accommodations: 1) require circuitous routing, 2) require travel during unreasonable hours, 3) excessively prolong travel, 4) result in increased costs that would offset transportation savings, 5) are not reasonably adequate for the physical or medical needs of the traveler, or 6) are not reasonably available to meet mission requirements. In order for costs in excess of customary standard or coach airfare to be considered allowable, the applicable exception must be documented and justified.

b. Costs of rail travel by most direct route, coach-class accommodations.

c. The prevailing mileage rate set forth in the Federal Travel Regulation (FTR) or reasonable actual expenses for travel by motor vehicle. Travel by motor vehicle, including rented automobile, shall be reimbursed on a reasonable actual expense basis, or at the Contractor's option, on a mileage basis at the prevailing FTR rate, plus any toll or ferry charges.

d. The prevailing rates set forth in the FTR for lodging, meals and incidental expenses.

G.5 Small Business Subcontracting Plan

The successful offeror’s small business subcontracting plan will be incorporated into this contract, within this section, at the time of award.

Section H, Special Contract Requirements H.1 Prohibition Against Personal Services

The Contractor shall not perform personal services under this contract. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time the Contractor believes that any Government action or communication has been given that would create or give the appearance of a personal service relationship between the Government and any Contractor employee, the contractor shall promptly notify the Contracting Officer of this communication or action.

The Contractor shall not perform any inherently governmental functions under this contract. No Contractor employee shall represent or give the appearance that he/she is a Government employee, agent or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this contract understand and are committed to following these requirements.

H.2 Contractor Performance Evaluation(s)

Contractor performance will be evaluated on an interim and final basis pursuant to FAR Subpart 42.15.

Interim evaluations will occur on an annual basis upon the completion of the first year of the contract.

The Contractor Performance Assessment Reporting System (CPARS) will be used for these reviews.

Information on CPARS is located at http://www.cpars.gov.

Contractors may, at their discretion to submit a self-assessment to the COR and contracting officer to consider when documenting performance, at no additional cost to the Government. The self-assessment must be submitted to the COR and contracting officer at least 30 days prior to completion of the first year, and each following year.

H.3 Restrictions on Contractor Access to Government or Third-Party Information

The purpose of this clause is to set forth the restrictions that will govern Contractor employees access to Government or third party information in order to protect the information from unauthorized use or disclosure.

A. Under this contract, the Contractor will have access to UAC’s protected personally identifiable information and other nonpublic information.

http://www.cpars.gov/

B. Restrictions on use and disclosure of information.

(1) With regard to any information to which the Contractor is given access in performance of this contract, whether the information comes from the Government or from third parties, the Contractor shall:

(i) Utilize the information only for the purposes of performing the services specified in this contract, and not for any other purposes;

(ii) Safeguard information from unauthorized use and disclosure;

(iii) Allow access to the information only to those employees who require it to perform services under this contract;

(iv) Preclude access and disclosure of information to persons and entities outside of the Contractor's organization that do not have a right to access the information;

(v) Inform employees, who may require access to information, about their obligations to utilize it only to perform the services specified in this contract and to safeguard that information from unauthorized use and disclosure; and

(vi) Ensure each employee complies with the restrictions set forth in (i), (ii), (iii), and (iv) above.

(2) Unless specifically permitted in writing by the Contracting Officer, the Contractor shall not use information acquired in performance of the contract, or generated by or for the Government to:

(i) Compete for work for the Government; or

(ii) (ii) Submit an unsolicited proposal to the Government.

(3) If the Contractor is exposed to information that is marked in a way that indicates the Contractor should not receive this information, the Contractor shall:

(i) Promptly notify the Contracting Officer; and

(ii) Use the information only in accordance with the instructions of the Contracting Officer.

C. Breach of any of the conditions of this section of the contract may provide grounds for the Government to:

(i) Require the contractor to remove the contractor employee or employees from the performance of the contract;

(ii) Require the contractor to terminate the subcontractor;

(iii) Suspend contractor payments;

(iv) Terminate this contract for default or cause;

(v) Suspend or debar the Contractor for serious misconduct affecting present responsibility; and;

(vi) Pursue such other remedies as may be permitted by law, regulation, or this contract.

D. Unauthorized disclosure or other misuse of information protected by the Privacy Act of 1974 may result in a fine up to $5000 and /or other penalties. In addition, unauthorized disclosure or other misuse of information covered under the Federal Trade Secrets Act (18 USC 1905) may result in a fine, or imprisonment up to 1 year, or both.

E. The Contractor shall flow down this clause to subcontractors at all tiers.

H.4 Post Award Organizational Conflict of Interest

a. General: The Contractor shall have programs in place to identify, report, and mitigate actual and potential conflicts of interest for itself, its employees, subcontractors and consultants. The existence of such programs and the disclosure of known actual or potential conflicts are material performance requirements of this contract.

b. Disclosure: The Contractor shall report all actual and potential conflicts of interest pertaining to this contract to the Contracting Officer, including those that would be caused by a contemplated modification to this contact or another contract. Such reports shall be in writing (including by email).

c. Resolution: In the event the Contracting Officer determines that a conflict of interest exists, based on disclosure from the Contractor or from other sources, the Contracting Officer shall take action which may include, but is not limited to, requiring a mitigation plan from the Contractor, terminating part or all of the contract, modifying the contract, or obtaining a waiver in accordance with applicable law, including FAR 9.503 as applicable.

H.5 Contractor Personnel Identification

Contractor and subcontractor employees are required to identify themselves as contractor personnel in all contract related meetings with government personnel, or the general public, and in all contract related communication, to include oral and written correspondence.

At a minimum, emails and voicemails shall include the following details:

Name, Functional Job Title Contractor Company Name On assignment with:

Administration for Children and Family, Office of Refugee Resettlement Other contact details as necessary

H.6 Guaranteed Minimum and Maximum Quantities (FFUP)

H.6.1 Guaranteed Minimum Quantities

Under this contract the following guaranteed quantities shall apply to the following FFUP CLINs (and Option Periods, if exercised):

Item 0001: Know Your Rights / Legal Orientation: Minimum Quantity 1,500 Item 0002: Legal Consultation (Screening): Minimum Quantity 1,500

[The specific values of these minimums will be specified at the time of award]

H.6.2 Ceiling Amounts

The ceiling amounts under this contract are identified as “Not-to-Exceed Ceiling Amounts” listed in section B.5.

PART II- Contract Clauses

52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.acquisition.gov/far/

Section I, Contract Clauses

I.1 FAR Clauses

Clause Number Date Title

52.212-4 (Deviation) (RFO Aug 2025) Terms and Conditions-Commercial Products and Commercial Services

52.203-6 with Alt I June 2020 Restrictions on Subcontractor Sales to the Government, with Alternate I

52.203-13 Nov 2021 Contractor Code of Business Ethics and Conduct 52.203-17 Nov 2023 Contractor Employee Whistleblower Rights

52.203-19 Jan 2017 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-13 Oct 2018 System for Award Management—Maintenance

52.209-6 Jan 2025 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

52.209-9 Oct 2018 Updates of Publicly Available Information Regarding Responsibility Matters

52.209-10 Nov 2015 Prohibition on Contracting with Inverted Domestic Corporations

52.219-4 Oct 2022 Notice of Price Evaluation Preference for HUBZone Small Business Concerns

52.219-9 with Alt II Jan 2025 Small Business Subcontracting Plan, with Alternate II

52.219-16 Sep 2021 Liquidated Damages—Subcontracting Plan 52.222-3 June 2003 Convict Labor 52.222-19 Jan 2025 Child Labor—Cooperation with Authorities and Remedies 52.222-35 Jun 2020 Equal Opportunity for Veterans 52.222-36 Jun 2020 Equal Opportunity for Workers with Disabilities 52.222-37 Jun 2020 Employment Reports on Veterans 52.222-40 Dec 2010 Notification of Employee Rights Under the National Labor Relations Act 52.222-50 Oct 2025 Combating Trafficking in Persons 52.222-54 Jan 2025 Employment Eligibility Verification 52.223-23 May 2024 Sustainable Products and Services 52.224-3 Jan 2017 Privacy Training 52.226-8 May 2024 Encouraging Contractor Policies to Ban Text Messaging While Driving http://www.acquisition.gov/far/

52.232-18 April 1984 Availability of Funds

52.232-22 (Deviation RFO Nov 2025) Limitation of Funds

52.232-33 Oct 2018 Payment by Electronic Funds Transfer—System for Award Management 52.232-40 Mar 2023 Providing Accelerated Payments to Small Business Subcontractors

52.233-3 (Deviation) (RFO Aug 2025) Protest After Award

52.233-4 (Deviation) (RFO Aug 2025) Applicable Law for Breach of Contract Claim

52.237-3 Jan 1991 Continuity of Services

52.240-91 (Deviation) (RFO Aug 2025) Security Prohibitions and Exclusions

52.244-6 (Deviation) (RFO Sep 2025) Subcontracts for Commercial Products and Commercial Services

52.227-14 May 2014 Rights in Data-General

I.2 Tailored FAR Clauses

Clause Number

Date Title

52.216-1 April 1984 Type of Contract The Government contemplates a hybrid type Firm Fixed-Unit Price (FFUP) and Time and Materials (T&M) contract resulting from this solicitation.

52.217-8 Nov 1999 Option to Extend Services The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor prior to the end of the current period of performance.

(End of Clause) 52.217-9 Mar 2000 Option to Extend the Term of the Contract

(a) The Government may extend the term of this contract by written notice to the Contractor anytime prior to the end of the current period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of clause)

I.3 HHSAR Clauses

Clause Date Title 352.203-70 Dec 2015 Anti-Lobbying.

352.239-73 Dec 2015 Electronic and Information Technology Accessibility Notice 352.208-70 Dec 2015 Printing and Duplication 352.211-3 Dec 2015 Paperwork Reduction Act 352.224-70 Dec 2015 Privacy Act

352.232-71 Feb 2022 Electronic Submission of Payment Requests 352.223-70 Dec 2015 Safety and Health 352.227-70 Dec 2015 Publications and Publicity 352.237-70 Dec 2015 Pro-Children Act 352.237-71 Dec 2015 Crime Control Act - Reporting of Child Abuse 352.237-72 Dec 2015 Crime Control Act - Requirement for Background Checks 352.237-74 Dec 2015 Non-Discrimination in Service Delivery 352.237-75 Dec 2015 Key Personnel

352.204.72 Feb 2024 Records Management (Deviation)

352.204-73 Feb 2024 Contractor Personnel Security and Agency Access (Deviation)

352.239-74 Feb 2024 Information System Hosting, Operation, Maintenance or Use (Deviation)

352.239-75 Feb 2024 Security Controls Compliance Testing (Deviation)

I.4 HHSAR Clauses (Tailored)

352.204-71 Feb 2024 Information and Information Systems Security (Feb 2024) (Deviation)

Contractors and subcontractors shall provide a roster containing the name, position, e-mail address, phone number, and responsibilities of each employee, including subcontractors, performing work under the contract to develop, have the ability to access, or host and/or maintain a government information system(s). The roster must be submitted to Contracting Officer within five (5) business days.

Report of known or suspected incident or breach. The Contractor, subcontractor, third-party affiliate or business associate, and its employees shall notify HHS immediately via the Contracting Officer and the COR or within one (1) hour of a known or suspected incident or breach. The initial notification may first be made verbally but must be followed up in writing within one (1) hour. Report all actual or suspected incident and breach information to the Contracting Officer and the COR as identified in the contract or as directed in the contract, within one hour of discovery or suspicion.

• Such issues shall be remediated as quickly as is practical, but in no event longer than how within the timeline required by Department of Health and Human Services (HHS)/Office of Chief Information Officer (OCIO) policies and in accordance with supplemental requirements inserted in the contract) [will be inserted into item (j)(1) of clause by CO]

• When the security fixes involve installing third party patched (e.g., Microsoft OS patches or Adobe Acrobat), the Contractor will provide written notice to HHS that the patch has been validated as not affecting the systems within 10 working days. When the Contractor is responsible for operations or maintenance of the systems, they shall apply the security fixes within the timeline required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract)

352.224-70 Feb 2024 Notification of System of Records Notice (Deviation)

(a) This contract provides for the design, development, or operation of a system of records about individuals from which information about an https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies individual is retrieved by the individual’s name or by some other identifying particular assigned to the individual.

(b) The System of Records Notice(s) (SORN(s)) that is applicable to this contract is/are: 09-80-0321 ORR Unaccompanied Children Bureau (UCB) Administrative Program Records, 89 FR 100500 (12/12/24)

(c) The System of Records design, development, or operation work the Contractor is to perform is: Personally identifiable Information

(d) The disposition to be made of the Privacy Act records upon completion of contract performance is as follows: Upon completion of contract performance, HHS/ACF/ORR will provide instructions to the Contractor (through the COR) for securely transferring or destroying, in accordance with NIST SP 800-88, any agency records (including any Privacy Act records) that are in the contractor’s (or any subcontractor’s) custody or control.

(e) Subcontract flow down. The Contractor is required to include this clause in all subcontracts at any tier performing work under the prime contract involving design, development, or operation work involving a System of Records.

(End of clause)

352.224-71 Feb 2024 Confidential Information (Deviation)

The publication or dissemination of the following types of information are restricted under this contract: Information covered by Attorney-Client Privilege.

• Why does the public or Government interest require the restriction of each type of information identified? Attorney- Client Privilege.

352.239-76 Feb 2024 Security Requirements for Government-Owned Contractor-Operated and Contractor-Owned Contractor-Operated Resources (Deviation)

A valid authority to operate (ATO) certifies that the Contractor's information system meets the contract's requirements to protect the agency data. If the system under this contract does not have a valid ATO, the Contractor shall work with the agency and supply the deliverables required to complete the ATO within the specified timeline(s) of: HHS/OCIO policies.

Are there any additional policies that should apply to the

Assessment and Authorization (A&A) that are not included in item (b)1 of the clause? None

What is the timeline, process and format for A&A package delivery? Within timeline, process, and format required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

1 Policies already included in the clause: HHS IS2P/https://intranet.hhs.gov/policy/hhs-policy-information-security-and-privacy-protection-is2p, NIST SP 800-37, Guide for Applying the Risk Management Framework to Information Systems: A Security Life Cycle Approach (latest revision), NIST SP 800-53B, Control Baselines for Information Systems and Organizations, and the NIST SP 800-53A (latest revision).

Are there any other specific A&A deliverables that are due, other than the baseline deliverables2? All A&A deliverables required by requirements inserted in the contract

What is the timeline, process and format for the System Security

Plan deliverable? As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

What is the timeline, process and format for the Security

Assessment Plan/Report (SAP/SAR) deliverable? As required by requirements inserted in the contract

What type3 of assessment is required for the SAP/SAR deliverable?

independent

What is the timeline(s) for the assessment of security controls?

Required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract

What is the timeline, process and format for the Independent

Assessment deliverable? As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

The Independent Assessment shall review and analyze the security authorization package and report on technical, operational, and management level deficiencies as outlined in NIST SP 800-53. The contractor shall address all “high” deficiencies from the Independent Assessment before submitting the package to the Government. Are there any other deficiencies for which the requiring activity requires mitigation by the Contractor prior to submitting the package to the Government? None

What is the timeline, process and format for the Plan of Actions and

Milestones (POA&M) deliverable from the date weaknesses are formally identified and documented? As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

What is the timeline for POA&M critical-risk weakness mitigation from the date identified and documented? Within HHS/OCIO

What is the timeline for POA&M high-risk weakness mitigation from the date identified and documented? Within HHS/OCIO

What is the timeline for POA&M medium weakness mitigation from the date identified and documented? Within by HHS/OCIO

2 System Security Plan, Security Assessment Plan/Report, Privacy Threshold Analysis, System Privacy Plan and Privacy Control Assessment, Independent Assessment, Plan of Actions and Milestones 3 e.g., independent, etc.

https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies

What is the timeline for POA&M low weakness mitigation from the date identified and documented? Within HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract).

The POA&M is updated at least quarterly. What is the timeline, process, and format if more frequent updates are needed: As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

What is the timeline, process and format for the Contingency Plan and Contingency Plan Test deliverable? As required by HHS/OCIO in the contract).

Annual assessment/penetration (pen) test. The Contractor shall assess the system security and privacy controls (or ensure an assessment of the controls is conducted) at least annually to determine the implemented security and privacy controls are operating as intended and producing the desired results (this involves penetration testing conducted by the agency or independent third-party Additional requirements for the annual assessment/penetration (pen) test? As required by HHS/OCIO

Asset management inventory data is required to be produced at least: As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract).

Vulnerability management - The contractor shall maintain a capability to provide security vulnerability scanning information for 100% of IT assets using SCAP-compliant automated tools and report to the agency at least: As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

Configure laptops and desktops in accordance with the latest applicable United States Government Configuration Baseline, and HHS Minimum Security Configuration Standards, and: As required by HHS/OCIO policies and in accordance with supplemental requirements inserted in the contract.

The contractor must maintain the latest operating system patch release and anti-virus software definitions at least: As required by requirements inserted in the contract).

https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies https://intranet.hhs.gov/working-at-hhs/cybersecurity/ocio-policies

PART III- List of Documents, Exhibits, and Other Attachments Section J, List of Attachments

Attachment Name of Attachment Attachment A Performance Work Statement (PWS) Attachment A Performance Work Statement (PWS) [Rev1] (Amd 0003) (12.09.2025) Attachment B Pricing Worksheet – UAC Legal Services Attachment B Pricing Worksheet UAC Legal Services [Rev1] (Amd 0003)(12.09.2025) Attachment B Pricing Worksheet UAC Legal Services (Rev2) (Amd 0004)(12.11.2025) Attachment C HHS Subcontracting Plan Review Form Attachment D Standard Form (SF)-1449 Attachment E ORR Facilities by State Attachment F Quality Assurance Surveillance Plan (QASP) Attachment F Quality Assurance Surveillance Plan (QASP)[Rev1](Amd 0003)(12.09.2025) Attachment G ACF External System Control Implementation Policy and Procedures Attachment H ATO Templates (2025)

PART IV- Representations and Instructions Section K, Representations, Certifications, and Other Statements of Offerors.

K.1 Special Notice

System updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in agency solicitations. Examples include 52.222-25, Affirmative Action Compliance, 52.223-22, Public Disclosure of Greenhouse Gas Emissions and Reduction Goals— Representation, and paragraphs (d) and (t) of 52.212-3, Offeror Representations and Certifications— Commercial Products and Commercial Services. Contracting Officers will not consider these representations when making award decisions or enforce requirements. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

K.2 North American Industry Classification System Code

(1) The North American Industry classification System (NAICS) code for this acquisition

541110 – Office of Lawyers with a Size Standard

(2) The small business size standard is $15.5 million

Section L, Instructions, Conditions, and notices to Offerors L.1 FAR Provisions

Provision Date Title

52.212-1 (DEVIATION)

(RFO AUG

2025)

Instructions to Offerors-Commercial Products and Commercial Services

52.212-2 (DEVIATION)

(RFO AUG

2025)

Evaluation-Commercial Products and Commercial Services

52.203-11 Sept 2024 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

52.203-18 Jan 2017 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation

52.204-7 (Deviation) (RFO Aug 2025)

System for Award Management—Registration

52.225-20 Aug 2009 Prohibition on Conducting Restricted Business Operations in Sudan- Certification

52.225-25 Jun 2020 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications

52.229-11 Mar 1990 Tax on Certain Foreign Procurements—Notice and Representation

52.240-90 (Deviation) (RFO Aug 2025)

Security Prohibitions and Exclusions Representations and Certifications

52.217-5 (DEVIATION)

(RFO Sep 2025)

Evaluation of Options

L.2 HHSAR Provisions

352.239-74 Dec 2015 Electronic and Information Technology Accessibility

L.3 Questions/Proposal Due Dates All questions/inquiries concerning the solicitation must be submitted by e-mail (no faxes or telephone calls will be accepted) to the Contract Specialist, no later than December 1st, 2025, at 2:00 pm Eastern Time. Questions must be e-mailed to the following addresses: Azeb Mengistu via email Azeb.Mengistu@hhs.gov and copy to Christopher McGucken at Christopher.McGucken@hhs.gov with the subject line “Questions – Legal Services for Unaccompanied Children – Solicitation 75P00126R00003.”

The proposal must be received no later than December 8th, 2025, at 2:00 pm December 16th, 2025, at 2:00 PM Eastern Time. The Offeror shall submit the proposal to the Contract Specialist at the following email addresses: Azeb Mengistu via email Azeb.Mengistu@hhs.gov and copy to Christopher McGucken at Christopher.McGucken@hhs.gov with the subject line “Proposal – Legal Services for…