77344421R0001-000004 conform.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

77344421R0001

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TABLE OF CONTENTS:

1. Listing of Incorporated Purchase Requisitions

2. Section B - Supplies or Services and Prices/Costs

3. Section C - Description/Specifications/Work Statement

4. Section D - Packaging and Marking

5. Section E - Inspection and Acceptance Terms

6. Section F - Delivery or Performance

7. Section G - Contract Administration Data

8. Section H - Special Contract Requirements

9. Section I - Contract Clauses

10. Section J - List of Documents, Exhibits, and other Attachments

11. Section K - Representations, Certifications, and Other Statements of Offerors

12. Section L - Instructions, Conditions and Notices to Offerors

13. Section M - Evaluation Factors for Award

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1. Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

2. Section B - Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Minimum Hours Maximum Quantity

Unit

0001 Legal Support Services JB Contract Type:Time and Materials

Unit Price Other Direct Costs

Maximum Price

Description:

International Legal Support Services for DFC Office of General Counsel in accordance with Section C, Performance Work Statement.

Ordering Period: 15 August 2021 to 14 August 2026

Purchase Requisitions

IDC Type: Indefinite Qty FSC Codes: R418 Prof services/legal services NAICS Code: 541110 Offices of Lawyers Manufacturer Part Number: 1314597 / 3126207

Item Number Base Item Number

Supplies/Services Minimum Quantity Maximum Quantity

Unit

0002 Legal Support Services - Fixed Price

0 0 EAC

Contract Type:Firm Fixed Price Unit Price

Maximum Price

Description:

International Legal Support Services for DFC Office of General Counsel in accordance with Section C, Performance Work Statement.

Ordering Period: 15 August 2021 to 14 August 2026

Purchase Requisitions

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IDC Type: Indefinite Qty FSC Codes: R418 Prof services/legal services NAICS Code: 541110 Offices of Lawyers

Clauses incorporated by reference

None

Clauses incorporated by full text

Supplies or services and prices/costs

SECTION B

SUPPLIES OR SERVICES AND PRICE/COST

B.1 GENERAL

The U.S. International Development Finance Corporation (DFC) requires a multiple-award Indefinite Delivery, Indefinite Quantity (IDIQ) suite of contracts for the provision of non-personal International Legal Support Services (IILSS).

The IILSS vehicle will a consist of four (4) service categories:

(i) International finance transactions;

(ii) Privately managed investments funds;

(iii) Cross border equity purchase transactions; and

(iv) Political risk insurance and reinsurance policies

These services will support of the U.S. International Development Finance Corporation (DFC) Office of General Counsel (OGC). The total ceiling dollar amount for the lifespan of the vehicle, across all contracts, and for orders placed for all categories is $50,000,000. DFC estimates the contract maximum value of all orders across all awardees will be utilized across the four ILSS as follows:

i) International finance: 50% (30% Small-Medium Finance and 20% Project Finance)

ii) Investment funds: 25%

iii) Equity: 20%

iv) Insurance: 5%

This solicitation will be the only solicitation issued for these legal services. It is the Government's intent to award between 6 and 10 contracts on this multiple award vehicle. Awardees shall be capable of providing support to a minimum of 2 of the 4 categories listed above. The IDIQ contracts resulting from the Request for Proposal (RFP) will provide services for OGC's International Finance and Political Risk Insurance Transactions (hereafter "Legal Support Services") under NAICS code 541110 - Offices of Lawyers.

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The Statement of Work for the high level task areas that fall under Legal Support Services is defined in Section C.

B.2 ORdering period

The term of the International Legal Support Services (IILSS) IDIQ ordering period is five (5) years from date of award excluding any extensions to the ordering period under the authority of FAR Part 52.217-8.

B.3 CONTRACT TYPE

The multiple award IDIQ vehicle ILSS will allow for task orders to be issued on a Firm Price (FP), or Time and Materiel basis.

Task orders may combine more than one pricing arrangement (e.g., FP/T&M, etc.), although each pricing arrangement will have separate contract line item numbers (CLINs) with clearly distinguishable work requirements. Task orders will contain cost-reimbursement CLINs for other direct costs such as travel expenses.

B.4 TASK ORDER PRICING

ILSS provides the flexibility to determine fair and reasonable pricing specific to the task order requirement. Pricing structure is dependent upon established ceiling rates for the vehicle, level of competition for the specific need, known project risks, understanding of project uncertainties, complexity, urgency, and contract type. The ordering contracting officer (OCO) has the authority and responsibility to determine cost or price reasonableness for task order requirements which will be competed among qualified IDIQ awardees. The OCO must establish an appropriate CLIN structure, and identify both the applicable contract type and clear delineation of work at the task level, for all CLINs in each task order.

B.4.1 Fixed Price Orders

Fixed price orders are defined under Federal Acquisition Regulation (FAR) Subpart 16.2.

B.4.2 Time and Materials and Labor Hour Orders

Time and Materials and Labor-hour orders are defined under FAR Subpart 16.602.

B.4.3 Other Direct Costs

Other Direct Costs (ODCs) are established on a cost-reimbursement basis as appropriate depending on contract type. They include travel costs, filing and registration fees, printing and binding expenses, and other allowable costs as described in FAR Part 31. ODCs shall be pre-approved by the Contracting Officer Representative (COR) at the task order level and be allowable on the task order only if approved prior to the Contractor incurring these costs.

B.4.4 Program Management Costs

Program management support costs encompass support for management, reporting requirements, and other costs associated with the Contractor's program management staff as it relates to the overall management of the IDIQ contract.

These costs shall not be proposed or billed as a direct charge to the ILSS IDIQ contract or orders against on this multiple award vehicle. These shall be included in the cost elements of the labor category hourly rates.

B.5 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR 2010)

During the term of the ILSS IDIQ, the Government will place minimum orders of $3,000.00 with a 2-year period of

Conformed Unofficial Copy performance to all IDIQ holders. At the end of the period of performance, the Contractor may invoice for unused portion of the task order. The value of individual task orders will not exceed $500,000. The maximum amount of all orders will not exceed $50,000,000 during the 5-year ordering period across all IDIQ holders and all service categories.

(End of clause)

(End of Section B)

3. Section C - Description/Specifications/Work Statement

Performance Work Statement

SECTION C

PERFORMANCE WORK STATEMENT

C1. AGENCY BACKGROUND

DFC is the U.S. Government's development finance institution. As such, DFC mobilizes private capital to help solve critical development challenges and in doing so, helps U.S. businesses gain footholds in developing countries, catalyzing revenues, jobs and growth opportunities both at home and abroad. DFC achieves its mission by providing investors with debt financing, guaranties, political risk insurance, direct equity investments, and support for private equity investment funds. For further information about DFC see www.dfc.gov.

C2. PURPOSE

DFC's Office of General Counsel is charged with providing DFC with high-quality legal representation and advice in the most practical, efficient, and cost-effective manner. To assist it in discharging these responsibilities, DFC engages in contractor support with outside counsel for assistance with transactions in developing countries worldwide, including, but not limited to, the regions of Central and South America, sub-Saharan Africa, Eastern Europe, the Middle East and North Africa, Central Asia, South-East Asia, and the Caribbean. DFC operates in multiple sectors, including but not limited to infrastructure, renewable power, agriculture, supply chain logistics, financial intermediaries, and small and medium enterprise development.

Contractors shall provide non-personal International Legal Support Services (ILSS) involving the structuring, negotiation, documentation, monitoring, collection/enforcement and/or divestiture related to one or more of the following types of transactions: (i) international finance transactions, (ii) privately managed investments funds, (iii) cross border equity purchase transactions, and (iv) political risk insurance and reinsurance policies, in each case for DFC's projects in developing countries. The required services relate only to transactions in which DFC pays its counsel's legal fees, and not to transactions in which the borrower/insured/sponsor pays the fees of DFC's counsel.

C3. DESCRIPTION OF ILSS CATEGORIES

Orders off of the IDIQ will be generated from one or more of the broad category areas described below. Awardees assessed as capable of completing a given category at the time of award will be given fair opportunity to respond to orders in any category. A detailed description of the categories outlined as follows:

Category 1: Finance. Structuring, negotiation, documentation, monitoring, collection and enforcement of international finance transactions, and due diligence and other legal advice and litigation in connection with same. Loans/guaranties to these projects will generally range from $5 million to $35 million but some may be as low as $1 million, and some could http://www.dfc.gov.

Conformed Unofficial Copy exceed $1 billion. Some of these transactions may include social "impact investing" projects. In some instances, transaction structures may include insurance or reinsurance of arbitral award default or breach of contract in respect of loans to governments or state-owned enterprises and so would include both finance as well as insurance and reinsurance transaction documents.

Examples of services that meet the criteria of Category 1 include, but are not limited to, the following:

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise DFC.

Term Sheet / Commitment Letter Represent DFC project team in negotiating and finalizing the term sheet and commitment letter.

Finance Documents Negotiating and draft documentation of the DFC loan under the supervision of the DFC project team, including without limitation the finance agreement, project completion agreement, security documents and intercreditor agreement (as applicable).

Funding Documents (as applicable)

Under the supervision of the DFC project team, draft documentation for issuance of certificates of participation in the DFC loan, and issue legal opinion customary in DFC funding transactions.

Local Counsel Advice Retain and direct local counsel, as appropriate.

First Disbursement and Legal Opinions

Coordinate closing of the transaction. Review or preparation of closing checklist and follow up on all conditions precedent to first disbursement; preparation and negotiation of New York law legal opinions, and ability to issue a New York law legal opinion if requested. and preparation of all customary closing certificates and documents, in timely and accurate manner. If the firm has more than one legal qualification, additional legal opinions may be requested.

Post-Closing Coordinate the closing of each subsequent disbursement.

Amendments, waivers, consents, restructurings, workouts, and preparation of monitoring memoranda as necessary. In the event of a default scenario, enforcement and litigation in relation thereto.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by DFC (e.g., securities law, tax law, creditor rights law, real estate law, corporate or partnership law, environmental and labor law, international treaties).

Category 2: Investment Funds. Structuring, negotiation, documentation, monitoring, collection/divestment, and enforcement or restructuring of financing for international private equity investment funds and limited partner equity investments in such funds, and due diligence and other legal advice and litigation in connection with same, including review of fund formation documents for compliance with DFC's objectives. Loans/guaranties to, or limited partner equity investments in, investment funds will generally range from $10 million to $50 million, but some may be as high as $200 million.

Examples of services that meet the criteria of Category 2 include, but are not limited to, the following:

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review fund formation documentation and advise DFC.

Term Sheet / Commitment Letter (if applicable) Represent DFC project team in negotiating and finalizing the term sheet and commitment letter.

Fund Documents/Side Letter Negotiating and draft documentation of the DFC investment (or loan per loan documents described above) including without limitation the DFC Side Letter, under the supervision of the DFC Project Team, and, if so directed, prepare a writing summarizing the issues identified therein, along with proposed solutions to such issues.

Local Counsel Advice Retain and direct local counsel, as appropriate.

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First Drawdown and Legal Opinions Coordinate closing of the transaction. Review or preparation of closing checklist and follow up on all conditions precedent to first drawdown; preparation and negotiation of New York law legal opinions for loans, and ability to issue a New York law legal opinion if requested. Preparation of all customary closing certificates and documents, in timely and accurate manner. If the firm has more than one legal qualification, additional legal opinions may be requested. In the event a local counsel opinion is requested, coordinate and oversee local counsel.

Post-Closing Amendments, waivers, consents, restructurings, workouts, and preparation of monitoring memoranda as necessary. In the event of a default/breach of contract scenario, enforcement and litigation in relation thereto.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by DFC (e.g., securities law, tax law, creditor rights law, real estate law, corporate or partnership law, environmental and labor law, international treaties).

Category 3: Direct Equity Investment. Structuring, negotiation, documentation, monitoring, and enforcement, and divestiture of cross border equity purchase transactions, and due diligence and other legal and regulatory advice and litigation in connection with the same. Investments can be made using in any available structure, through offshore investment vehicles or directly into an onshore operating company. Target companies may be early stage to late stage.

In most cases DFC will not be the lead investor.

Examples of services that meet the criteria of Category 3 include, but are not limited to, the following:

Legal Due Diligence Review project documentation and other due diligence materials, and advise DFC Project Team.

Term Sheet / Commitment Letter (if applicable) Represent DFC Project Team in negotiating and drafting the term sheet and commitment letter.

Purchase Documents/Side Letter Negotiate and draft DFC investment documentation including, without limitation, the DFC Side Letter, under the direction of the DFC Project Lawyer or, if so directed, prepare a writing summarizing the issues identified therein, along with proposed solutions to such issues.

Local Counsel Advice Retain and direct local counsel, as appropriate. Where directed by the DFC Project Lawyer, direct or work with local counsel to prepare written memoranda on relevant aspects of the legal, tax and regulatory environments in jurisdiction or jurisdictions relevant to the Project.

Legal Advice on Questions of Law Provide legal advice in writing or teleconference or in a meeting, as directed by DFC Project Lawyer, on relevant aspects of the legal, tax and regulatory environments and on questions of substantive law relevant to the Project. When directed by the DFC Project Lawyer, prepare memoranda on relevant aspects of the legal, tax and regulatory environments in jurisdiction or jurisdictions relevant to the Project, either directly or in conjunction with local counsel.

Closing and Legal Opinions Coordinate closing of the transaction (review or prepare closing checklist and follow up on all conditions precedent to closing and disbursement, prepare all customary closing certificates and documents, in a timely and accurate manner.)

Prepare and negotiate New York law or relevant jurisdiction legal opinions as needed, and ability to issue a New York law legal opinion, if requested. If the firm has more than one legal qualification, additional legal opinions in relevant

Conformed Unofficial Copy jurisdictions may be requested.

Post-Closing Prepare amendments, waivers, consents, as necessary.

Provide advice and, if necessary, representation in enforcement proceedings and/or litigation in response to defaults by the issuer, inter alia.

Exit/Divestiture (separate engagement) Under the supervision of the DFC Project Lawyer, prepare and negotiate exit/divestiture documentation, or, if so directed, prepare a writing summarizing the issues identified therein, along with proposed solutions to such issues.

Retain and direct local counsel, as appropriate. Where directed by the DFC Project Lawyer, direct or work with local counsel to prepare written memoranda on relevant aspects of the legal, tax and regulatory environments in jurisdiction or jurisdictions relevant to the Project.

Provide legal advice in writing or teleconference or in a meeting, as directed by DFC Project Lawyer, on relevant aspects of the legal, tax and regulatory environments and on questions of substantive law relevant to the divestiture.

When directed by the DFC Project Lawyer, prepare memoranda on relevant aspects of the legal, tax and regulatory environments in jurisdiction or jurisdictions relevant to the Project, either directly or in conjunction with local counsel.

Assist with closing of the transaction. Review or prepare closing checklist and follow up on all conditions precedent to closing. Prepare all customary closing certificates and documents, in a timely and accurate manner. Prepare and negotiate New York law or relevant jurisdiction legal opinions, as needed, and ability to issue a New York law legal opinion, if requested. If the firm has more than one legal qualification, additional legal opinions in relevant jurisdictions may be requested.

Prepare amendments, waivers, consents, as necessary.

Provide advice and, if necessary, representation in enforcement proceedings and/or litigation in response to defaults by the purchaser, inter alia.

Category 4: Political Risk Insurance. Structuring, negotiation, and documentation of political risk insurance and reinsurance policies, including revision of forms, and due diligence and other legal advice in connection with same, including evaluation and other legal advice in connection with potential and actual claims for compensation and recovery.

Assist with political risk insurance product development.

Examples of services that meet the criteria of Category 4 include, but are not limited to, the following:

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise DFC.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by DFC.

[Note: relevant experience may include New York law, English law, international law, and international arbitration .]

Insurance Documentation Assist in negotiating and drafting documentation for the political risk insurance of equity, debt, and other forms of investment in projects including the insurance or reinsurance policy and any related documents, such as claims cooperation agreements and foreign enterprise support agreements.

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Claims for compensation Assist DFC in developing strategies for claims avoidance and/or evaluating actual claims for compensation by insured or reinsured.

Recoveries Assist DFC in obtaining recoveries or salvage where DFC has paid a claim for compensation.

Product Development Assist DFC in developing existing and new political risk insurance products consistent with industry practice and statutory mandates.

C.4 LIST OF LABOR CATEGORIES

The Contractor shall provide services in the following labor hour categories to perform services required in Section C.3 and as described in the Task Order Statements of Work: Partner, Of Counsel, Senior Associate, Associate, Junior Associate and Paralegal. A Junior Associate shall have three or fewer years' experience; a Mid-Level Associate shall have more than three but less than six years' experience; and a Senior Associate shall have six or more years of experience. Of Counsel and Partner shall have nine or more years of experience.

C.5 TRANSACTION REGIONS AND SECTORS

The regions and sectors in which OGC anticipates requiring legal support services are described below. The list is not all inclusive may changes in accordance with DFC objectives.

C.5.1. Energy

Types of Activities: The Energy Category covers a wide range of energy-related activities. For example, Energy Category Program Activities could be related to renewable energy power generation projects, including solar power, wind power, geothermal power, and hydropower projects. The Energy Category also covers other types of power generation projects and energy storage. This category also includes electricity transmission and distribution projects. Oil and gas sector projects constitute another type of project that could be covered under the Energy Category.

C.5.2. Agriculture

Types of Activities: The Agriculture Category covers a wide range of agriculture, forestry, and aquaculture activities.

Agriculture Category Program Activities could be related to any aspect of farming, forestry, or aquaculture, and also could cover the storage, transportation, and sales of agriculture, forestry, and aquaculture products. This category also covers food processing activities.

C.5.3. Banking and Financial Services

Types of Activities: The Banking and Financial Services Category covers a wide range of work concerning commercial lenders, investment funds, microfinance institutions, and other types of banking and financial services entities. This category includes activities connected to lending to small and medium enterprises, as well as various other types of financing activities.

C.5.4. Health Care

Types of Activities: The Health Care Category covers a wide range of health care sector activities, including, but not limited to, the construction, expansion, and operation of health care facilities, the facilitation of medical supply manufacture and distribution, and provision of certain types of health care services.

C.5.5. Telecommunications and Information Technology

Types of Activities: The Telecommunications and Information Technology Category covers a wide range of telecommunications and information technology activities. For example, activities in this category could be connected to the development or expansion of mobile telecommunications networks, digital connectivity, or cybersecurity.

C.5.6 Other Infrastructure and Business Activities

Types of Activities: The Other Infrastructure and Business Activities Category covers all types of activities not covered in any of the five categories described above. For example, the Other Infrastructure and Business Activities Category could include activities concerning housing, water and wastewater, transportation, manufacturing, mining, and hotels and hospitality.

C.5.7. Geographic Areas: Low-income, lower-middle income, and upper-middle income countries (as defined by the

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World Bank) in Central and South America, sub-Saharan Africa, Eastern Europe, the Middle East and North Africa, Central Asia, South-East Asia, and the Caribbean.

4. Section D - Packaging and Marking

Packaging and marking

SECTION D

PACKAGING AND MARKING

D.1 PACKAGING

Unless otherwise specified, packaging of all deliverables must conform to commercial packing standards to assure safe delivery at destination. Deliverables submitted by email shall include the task order number and project number in the subject line. Clauses and other requirements regarding packaging shall be designated by the OCO at the task order level.

D.2 MARKING

All deliverables required under this contract shall be marked in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number, task order number, project number, contractor name, and name of Project Attorney at DFC.

Specific marking requirements may be addressed in individual task orders.

D.3 PAYMENT OF POSTAGE AND FEES

All postage and fees related to the submission of information, including forms, reports, etc., to the CO, the COR, or the person(s) designated to receive, shall be the responsibility of the Contractor.

(End of Section D)

5. Section E - Inspection and Acceptance Terms

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Supplies/Services will be inspected/accepted at:

Line Number Inspect At Inspect By Accept At 0001 Destination

1100 New York Avenue, NW Washington

DC

20527

US

Government Destination 1100 New York Avenue, NW Washington

DC

20527

US

0002 Destination 1100 New York Avenue, NW Washington

DC

20527

US

Government Destination 1100 New York Avenue, NW Washington

DC

20527

US

Article Number Reference Text 52.246-4 52.246-4 Inspection of Services-Fixed-Price (AUG 1996)

52.246-5 52.246-5 Inspection of Services-Cost-Reimbursement (APR 1984)

52.246-6 52.246-6 Inspection-Time-and-Material and Labor-Hour (APR 2015)

Inspection and acceptance

SECTION E

INSPECTION AND ACCEPTANCE

E.2 ACCEPTANCE OF DELIVERABLES

(a) IDIQ level deliverables will be accepted by the Contracting Officer identified in Block 31 on page 1 of the award and by the Contracting Officer's Representative.

(b) Task Order deliverables will be accepted by the task order COR or the duly authorized Project Attorney. The Contractor shall coordinate with the Project Attorney regarding the manner in which the services are to be performed, including consultation regarding strategy and legal theory regarding the services. The Project Attorney will review any written work product prior to such document being finalized, delivered or filed by the Contractor.

E.3 ACCEPTANCE CRITERIA

The Contractor shall provide deliverables that are responsive to the performance work statement and that meet the general acceptance criteria outlined. The deliverables shall be provided to the Project Attorney for dissemination to DFC subject matter expert(s) for review and comments. Final inspection and acceptance of all work performed, work products and other deliverables, will be performed by the Project Attorney.

All Contractor-produced documents and documentation (work products) shall meet the following general acceptance criteria.

Final inspection and acceptance of all work performed, reports and other deliverables will be performed at the place of

Conformed Unofficial Copy delivery by the Project Attorney. The criteria below shall serve as minimal acceptable criteria for all deliverables at both the IDIQ and order level. Additional criteria may be added at the order level.

a. Clarity: Work products and technical content shall be relevant and unambiguous and shall adhere to accepted elements of style. Presentations shall be easy to understand and be relevant to the supporting narrative.

b. Adherence to Requirements: Work products must satisfy the requirements of the work required under each individual IDIQ Task Order and must contribute to the overall success of the tasks.

c. Format: Work products and deliverables shall be submitted in the format specified in the Deliverables section of the IDIQ and/or IDIQ Task Order (if applicable), or as specified by the Project Attorney. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products incompatible with Microsoft Office Suite products.

d. Completeness: Work products and deliverables shall be comprehensive and appropriately developed (i.e., have all parts or elements).

e. Timeliness: Work products and deliverables shall be available at the time required and generated on or before specified and mutually agreed to due dates or in accordance with a later mutually agreed to scheduled date.

f. Communication: Communication with client/customers shall be professional, clear, and concise. Communication, both verbal and non-verbal, always maintains the goal of working toward positive solutions.

g. File Documentation shall be organized and free of errors.

h. Significant Deficiencies - Work products shall be free of significant deficiencies. Significant deficiencies are findings by reviewing officials of serious omissions, inaccuracies, noncompliance with legal requirements and standards, and failures to adhere to review protocols and accepted procedures. Examples of significant deficiencies include, but are not limited to the following:

i. Omission of required documents.

ii. Documents that do not conform to approved standards for content and format.

iii. Review packages that are not organized.

iv. Documents with material errors or inadequacies.

v. Review packages with record of required reviews and approvals.

(End of Section E)

6. Section F - Delivery or Performance

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Article Number Reference Text 52.242-1 52.242-1 Notice of Intent to Disallow Costs (APR 1984)

52.242-4 52.242-4 Certification of Final Indirect Costs (JAN 1997)

52.242-15 Alt I 52.242-15 Stop-Work Order (AUG 1989) Alternate I (APR 1984)

52.249-14 52.249-14 Excusable Delays (APR 1984)

Deliveries or performance

SECTION F

DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

(a) Periods of Performance on individual Task Orders may include options periods. Options are exercised at the discretion of the Government and there is no guarantee that the options will be exercised on any or all of the awarded task orders. If an option is exercised, the period of performance shall be extended through the end of that option period.

(b) Periods of performance will be specified at task order award but will not exceed a total of three (3) years inclusive of option periods. Task orders placed within the last twelve (12) months of the IDIQ ordering period will not exceed two (2) years inclusive of options.

(c) The notification requirements for unilateral exercise of option periods will be set out in each task order by FAR clause 52.217–9.

(End of clause)

F.1 DELIVERY

The services required under each individual task order shall be delivered and received by the Government within the time frame specified in each order.

F.2 PLACE OF PERFORMANCE

The services provided under the IDIQ Task Orders will be completed off-site. Some meetings will require a visit to the DFC Headquarters that is located at:

1100 New York Avenue, NW

Washington DC 20527

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F.3 NOTIFICATION TO THE GOVERNMENT OF DELAYS

Pre-award: Prior to task order award, the Contractor shall determine if there are any risks to performance schedule identified in the task order PWS. The Contractor shall notify the Government of those risks in its response to requests for task order quotes.

In the event the Contractor anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the TO CO, TO COR, and Project Attorney in writing of the cause and length of delay. This notification shall give pertinent details of the cause and anticipated length of the delay.

This notification requirement shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract to include full or partial termination of the contract by default.

F.4 DELIVERABLES

(a) All applicable task order deliverables and their required delivery dates, destination of delivery, and schedule for completion of work to be performed, will be specified in task orders issued under this contract, as applicable.

(b) For purposes of delivery, all deliverables shall be made by close of business (COB)

4:00 P.M. local time at destination, Monday through Friday, unless stated otherwise in the task order.

(c) All deliverables submitted in electronic format shall be Section 508 Compliant and free of any known computer virus or defects. If a virus or defect is found, the initial deliverable will not be accepted. The Contractor shall provide a replacement file within one (1) business day after notification.

(d) Any failure of the Contractor to adhere to a delivery schedule or a deliverable requirement may be reflected in the Contractor Performance Assessment Report (CPAR).

(e) The following table provides a summary of reporting requirements.

Report Description Number of Copies Due Date

Technical Capability Report

(Section F.4.2)

1 – IDIQ CO

1 – IDIQ COR

9 months after IDIQ award and annually thereafter

As requested by the IDIQ CO

Within 10 calendar days of loss of a Contractor Specific Qualification (CSQ)

By-Name Attorney List

(Section F.4.3)

1 – IDIQ CO

1 – IDIQ COR

9 months after IDIQ award and annually thereafter

Within 10 calendar days of end of employment of previously approved attorneys

Monthly Task Order List (Section F.4.1)

1-IDIQ CO

1 -IDIQ COR

1-TO COR

On the first business day following the first full month after IDIQ award and monthly thereafter as requested by the IDIQ CO

F.4.1 Monthly Task Order List

The Contractor shall provide a Monthly Task Order List, which lists all active task orders. The report shall list the project name, current period of performance, order expiration date, lead attorney assigned to the task order, and any Contractor-

Conformed Unofficial Copy identified risks of missing deliverables deadlines. The report is due on the first business day following the first full month after IDIQ award and monthly thereafter. The Monthly Task Order List shall be provided in electronic format in Excel and emailed to the IDIQ CO and COR. The subject line of the email shall be annotated with - Monthly Task Order List; Month, 202X. /Year.

Additional report recipients, content, and due dates may be identified in individual task orders.

F.4.2 Technical Capability Report

The Contractor shall provide a Technical Capability Report, nine months after IDIQ award and annually thereafter and within 10 calendar days of loss of a Contractor Specific Qualification (CSQ). A DFC CO and technical team will review the report and contact the Contractors' additional references to evaluate newly stated capabilities to determine if any ILSS service categories, sectors, or regions will be added or removed from the Contractor Specific Qualifications (CSQ). The Technical Capability Report shall include the following:

i. Updated List of ILSS categories the Contractor is capable of performing. The Contractor shall note any categories added or removed since IDIQ establishment

ii. Technical Capability Statement- that describes capabilities to perform service category(ies) not currently on the IDIQ holder's CSQ. The Contractor shall describe its breadth and depth of experience and qualifications performing the PWS requirements of the added category.

iii. Current list of regions and sub-regions where the Contractor is capable of performing the services. The Contractor shall note any regions added or removed since IDIQ establishment.

iv. List of sectors where Offeror is capable of performing the services in their IDIQ. The Contractor shall note any sectors added or removed since IDIQ establishment.

v. A minimum of one international transaction in an emerging market per added ILSS category, sector, or region.

The transaction information shall list the relevant ILSS category, performance start and end date (month and year), project name, sector and region of project, approximate project value, Government Agency or Commercial Entity Name for which services were performed, and the name, title, email address, and telephone number of a reference at the agency or entity who can verify the details of the transaction.

F.4.3 By-Name Attorney List

The Contractor shall provide an updated ILSS Attorney By-Name List, 9 months after IDIQ award and annually thereafter and within 10 calendar days of end of employment of previously approved attorneys.

The list shall note any attorneys added or removed since IDIQ establishment. By-name lists shall include specific experience in each service category on the IDIQ PWS, regions, and sectors of expertise for newly added attorneys only.

(End of Section F)

7. Section G - Contract Administration Data

Requesting Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: Fax:

Contact Details:

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Property Administration Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: Fax:

Contact Details:

COR Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: 202-357-3902 Fax:

Contact Details:

BURKE, ALICE

alice.burke@dfc.gov

Issuing Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: (202) 312-2160 Fax:

Contact Details:

RASPITHA, ELENA MARIA

elena.raspitha@dfc.gov

52.232-1 52.232-1 Payments (APR 1984)

52.232-17 52.232-17 Interest (MAY 2014)

52.232-18 52.232-18 Availability of Funds (APR 1984)

52.232-20 52.232-20 Limitation of Cost (APR 1984)

52.232-22 52.232-22 Limitation of Funds (APR 1984)

52.232-23 52.232-23 Assignment of Claims (MAY 2014)

52.232-25 52.232-25 Prompt Payment (JAN 2017)

52.232-40 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

52.242-3 52.242-3 Penalties for Unallowable Costs (MAY 2014)

52.243-2 52.243-2 Changes-Cost-Reimbursement (AUG 1987)

52.243-1 52.243-1 Changes-Fixed Price (AUG 1987)

52.243-3 52.243-3 Changes-Time-and-Materials or Labor-Hours (SEPT 2000)

Contract administration data

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SECTION G

CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA

Accounting and appropriation data will be established at the order level.

G.2 PRIMARY GOVERNMENT ROLES AND RESPONSIBILITIES

The following subsections describe the roles and responsibilities of individuals and authorized users who will be the primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information. The Government reserves the right to unilaterally change any of these individual assignments at any time.

G.2.1 Government Personnel

G.2.1.1 CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in any of the high level work category requirements of this IDIQ , and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and the contract will be operating at risk. No adjustment will be made in the contract terms and conditions, including price. Only the CO has the authority to: (1) authorize any changes in the performance work statement; (2) modify or extend the period of performance;

(3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this IDIQ; or (5) otherwise change any terms and conditions of this IDIQ.

Communications pertaining to IDIQ administration matters shall be addressed to the CO. No changes in or deviation from the scope of the work shall be affected without a supplemental agreement (IDIQ modification) executed by the CO authorizing such changes.

The Contracting Officer for the IDIQ contract is:

Courtney Holbrook

Deputy Managing Director - Acquisition

U.S. International Development Finance Corporation (DFC)

1100 New York Ave, NW

Washington, DC 20527

+1 202.408.6311

Courtney.Holbrook@dfc.gov

G.2.1.2. CONTRACTING OFFICER'S REPRESENTATIVE (COR) FOR THE IDIQ

Alice Burke will be designated as the Contracting Officer's Representative (COR) for the IDIQ. DFC may change the COR at any time without prior notification to the Contractor by a unilateral modification to the IDIQ. The COR is:

Alice Burke mailto:Courtney.Holbrook@dfc.gov

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Contracting Officer's Representative

U.S. International Development Finance Corporation (DFC)

1100 New York Ave, NW

Washington, DC 20527

+202-357-3902 alice.burke@dfc.gov

The COR serves as technical liaison between DFC and the Contractor with respect to the IDIQ. The COR is also responsible for the acceptance of all deliverables for the IDIQ specified in Section F6, and such other responsibilities as may be specified in the IDIQ.

The COR is not authorized to make any commitments or otherwise obligate DFC or authorize any changes, which affect the IDIQ pricing, terms or conditions. Any Contractor's request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the expressed prior authorization of the CO.

G.2.1.3 DFC PROJECT ATTORNEY

A DFC Project Attorney (the "Project Attorney") for each IDIQ Task Order will be designated at the time the IDIQ Task Order is issued. The Project Attorney generally will be the DFC staff attorney assigned to work on the transaction on a day to day basis. Within the scope of the IDIQ Task Order, the Project Attorney will provide technical direction to the Contractor on the timing and manner in which services are to be performed, and will provide technical review and final acceptance of written work product and deliverables. The Project Attorney will also be part of the review and approval process for the Contractor's invoices.

G.2.1.4 LIMITATION OF AUTHORITY

Questions relating to the terms of the IDIQ shall be referred to the IDIQ Contracting Officer. Questions regarding IDIQ Task Orders shall be addressed to the CO identified on the order. No written or oral statement of the COR or the Project Attorneys shall serve as a basis for modification of the terms of the IDIQ or any IDIQ Task Order, unless confirmed in writing by the CO.

If the COR, the DFC Project Attorney, or any other DFC employee requests the Contractor to provide services which are outside the scope of the IDIQ or IDIQ Task Orders, the Contractor should promptly advise the CO immediately, preferably in writing if time permits. Note that providing services outside of this IDIQ or IDIQ Task Orders could result in nonpayment for those services.

G.3 QUALITY CONTROL

The Contractor shall develop and maintain an effective Quality Control Plan (QCP) outlining how the contractor will ensure high quality performance on all orders in accordance with the PWS. At a minimum, the plan shall address the following four items:

1. Preventing and identifying conflicts of interest

2. Communication plan in the event of changes in the firm's ability to perform services, such as the unavailability of an approved attorney, identified conflicts of interest, or notifications of delays.

3. Management plan to ensure approved attorney's retain all required training and licenses

4. Discrepancy resolution process if deliverables under the IDIQ or related task orders are untimely or unacceptable quality.

The quality control plan shall be accepted by the Contracting Officer prior to IDIQ award and within five working days when changes are made thereafter. After acceptance of the QCP, the contractor shall receive the CO's acceptance in writing of any proposed change to the QCP.

G.4 EVALUATION OF CONTRACTOR PERFORMANCE

(a) Purpose - In accordance with FAR 42.1502(d), the Contractor's performance will be periodically evaluated by the mailto:alice.burke@dfc.gov

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Government in the Contractor Performance Assessment Reporting System (CPARS) at https://www.cpars.gov/. The Contractor's performance on each IDIQ will be evaluated annually. CPARS is a web-enabled tool to evaluate the Contractor's performance and for the Government and Contractor to review, comment on, and approve evaluations.

(c) Evaluators - The performance evaluation may be completed by the CO, OCO, COR, TO COR, task order contract specialist, or technical representatives, as required.

(d) Performance Evaluation Factors - The Contractor's performance will be evaluated in accordance with the factors as defined in CPARS.

(e) Contractor Review - A copy of the evaluation will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor shall submit comments, rebutting statements, or additional information to the reviewing official within 30 calendar days after receipt of the evaluation. The tool can be accessed at http://www.cpars.csd.disa.mil. The Contractor will be allowed thirty (30) calendar days to submit comments, rebutting statements, or additional information.

Comments, if any, shall be retained as part of the evaluation record. The completed evaluation shall not be released to other than Government personnel.

(f) Resolving Disagreements between the Government and the Contractor - Disagreements between the parties regarding the evaluation will be reviewed at a level above the Contracting Officer. The ultimate conclusion on the performance evaluation is a decision of the contracting agency. Copies of the evaluation, Contractor's response, and review comments, if any, will be retained as part of the evaluation.

(g) Release of Contractor Performance Evaluation Information - The completed evaluation will be available to Government source selection personnel through the Past Performance Information Retrieval System (PPIRS). Disclosure of such information outside the Government could cause harm both to the commercial interest of the Government and to the competitive position of the Contractor being evaluated as well as impede the efficiency of Government operations.

(h) Retention Period - The agency will retain past performance information for a maximum period of three years after completion of contract performance for the…